Common use of Defaults Clause in Contracts

Defaults. The following events (hereinafter called “Events of Default”) shall constitute “Events of Default” under this Agreement: (a) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.

Defaults. The occurrence of any of the following events (hereinafter called “Events shall constitute an "Event of Default”) shall constitute “Events of Default” under this Agreement" hereunder: (a) Any representation or warranty made by any of the Borrower shall fail Transaction Parties hereunder or under the Transaction Documents, or in any certificate furnished hereunder or under the Transaction Documents, prove to pay be untrue or misleading in any principal of material respect; provided, however, that if such Transaction Party effectively cures any Loan such defect in any representation or warranty under any Reimbursement Obligation when and Transaction Document or certificate or report furnished under any Transaction Document, within the time period specified in the related Transaction Document as the same cure period therefor, such defect shall become due not in and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwiseof itself constitute an Event of Default; (bi) the Borrower shall fail Any Transaction Party fails to pay or deposit when due any interest on any Loan amount required to be paid or any fee deposited by it hereunder or under any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, Transaction Document and such failure shall continue unremedied has continued for a period of three at least two (2) Business DaysDays or, if so specified in the applicable Transaction Document, the applicable grace period set forth therein, or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction finds or rules that this Insurance Agreement or any other Transaction Document is not valid and binding on the Transaction Parties hereto or thereto; (c) any representation or warranty made or deemed made by or on behalf The occurrence and continuance of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any an Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith the Indenture or Servicer Termination Event under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts Sale and render the representation or warranty true and correctServicing Agreement; (d) Any failure on the part of any Loan Transaction Party shall fail duly to observe or perform in any covenant, condition material respect any other of the covenants or agreement agreements on the part of such Transaction Party contained in Section 6.6(athis Insurance Agreement or in any other Transaction Document which continues unremedied beyond any cure period provided therein, or, in the case of this Insurance Agreement, for a period of 30 days after the earlier of the date on which written notice of such failure, requiring the same to be remedied, has been given to Triad by the Insurer (with a copy to the Indenture Trustee) or by the Indenture Trustee (with a copy to the Insurer), Section 6.7(a) (with respect to or a Loan Party’s existence) or 6.11, or in Article 7Responsible Officer of such Transaction Party has actual knowledge thereof; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect The entry of a Loan Party decree or any Subsidiary of any Loan Party order by a court or its debts, agency or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter supervisory authority having jurisdiction in effect or (ii) the premises for appointment of a receiverconservator, trustee, custodian, sequestrator, conservator receiver or liquidator or similar official for any Loan Transaction Party or which is a party to any Subsidiary of any Loan Party or for a substantial part of its assets, and, Transaction Document in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership readjustment of debt, marshaling of assets and liabilities or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party proceedings or for a substantial part the winding up or liquidation of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Partyrespective affairs, and the same shall remain undischarged continuance of any such decree or order unstayed and in effect for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)days; or (rf) The consent by any event Transaction Party to the appointment of default occurs a conservator or receiver or liquidator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and is continuing beyond liabilities, or similar proceedings of or relating to such Transaction Party or relating to all or substantially all of its respective property; or any such Transaction Party admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable grace and cure periods with respect to any obligationbankruptcy, that is not pursuant to insolvency or reorganization statute, make an assignment for the Loan Documents, benefit of any Loan Party to Lenderits creditors or voluntarily suspends payment of its obligations.

Defaults. The (a) Each of the following events (hereinafter called “Events of Default”) shall constitute an “Events Event of Default” under this Agreement:hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a1) the Borrower if Lessee shall fail to pay when due any principal sum under this Agreement and such failure shall continue for a period of any Loan three business days after oral, facsimile, electronic mail or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; written notice has been given by Lessor to Lessee; (b2) the Borrower if Lessee shall fail to pay perform any interest on any Loan covenant or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payableagreement contained herein, and such failure shall continue unremedied for a period of three Business Days; fifteen (c15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary Lessee in or in connection with this Agreement or any Loan Document agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any amendment material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or modification order of any governmental authority having jurisdiction thereof or waiver thereundershall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or in liquidation law or statute of any report, certificate, financial statement jurisdiction; or other document furnished pursuant to (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if terminated within thirty (30) calendar days after their commencement. (b) Upon the occurrence of any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made Lessor may, at its option, exercise any or all remedies available at law or in good faith under Section 4.19 hereofequity, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware including, without limitation, any or all of the facts forming the basis following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct;. (dc) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding Lessee shall be commenced or an involuntary petition shall be filed seeking (i) liquidationliable for all costs, reorganization or other relief in respect charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default”, as defined Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any Loan Document (other than this Agreement) way be, or the breach be construed to be, a waiver of any future or subsequent default or Event of the terms Default. The failure or provisions delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any Loan Document (other than this Agreement), which default such right upon the continuation or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms recurrence of any Collateral Documentsuch contingencies or similar contingencies, and any single or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability partial exercise of any Collateral Document, particular right by Lessor shall not exhaust the same or there shall exist constitute a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision waiver of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderother right provided herein.

Defaults. The following events (hereinafter called “Events shall constitute an "Event of Default”) " hereunder (whether any such event shall constitute “Events be voluntary or involuntary or come about or be effected by operation of Default” under this Agreement:law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Entity): (a) the Borrower Guarantor or the RockGen Lessee under the Facility Lease shall fail to pay make any principal payment with respect to Periodic Rent or the Termination Value (including the Equity Portion of any Loan Termination Value and Debt Portion of Termination Value) when due and payable under such Facility Lease or any Reimbursement Obligation when and as this Guaranty within five (5) days after the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;thereunder; or (b) the Borrower Guarantor or the RockGen Lessee shall fail to pay any interest on any Loan or any fee or make any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as any Operative Document after the same shall become due and payable, thereunder and such failure shall continue unremedied for have continued from a period of three ten (10) Business DaysDays after receipt by the RockGen Lessee and the Guarantor of written notice of such failure by the RockGen Lessee and/or the Guarantor, as applicable; (c) The Guarantor shall fail to comply with its covenants set forth in Section 3.3 (transfer of RockGen Lessee ownership), 3.6 (Guarantor merger) or 8.4 (assignment of Guaranty) of this Guaranty. (d) the Guarantor shall fail to perform or observe any representation covenant, obligation or warranty made agreement to be performed or deemed made observed by it under any Calpine Document (other than any covenant, obligation or on behalf agreement referred to in clauses (a) or (b) of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or Section 7.1) in any reportmaterial respect, certificatewhich shall continue unremedied for (1) with respect to the Guarantor's guaranty of, financial statement and agreement with respect to, any nonmonetary obligation, covenant or other document furnished pursuant to agreement of the RockGen Lessee under any of the Operative Documents, 30 days after receipt by the Guarantor of written notice thereof from the Owner Participant, the Owner Lessor, the Indenture Trustee or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed madethe Pass Through Trustee; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereofsuch condition cannot be remedied within such 30-day period, then the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in period within which to take remedy such condition shall be extended up to an additional 180 days, so long as the steps necessary to Guarantor diligently pursues such remedy the underlying facts and render the representation or warranty true such condition is reasonably capable of being remedied within such additional 180-day period, and correct; (d2) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) any other obligation, covenant or 6.11agreement hereunder, or in Article 730 days after receipt by the Guarantor of written notice thereof; (e) there shall have occurred either (i) a default by the Guarantor or any Loan Party shall fail to observe Restricted Subsidiary under any instrument or perform instruments under which there is or may be secured or evidenced any covenant, condition Indebtedness of the Guarantor or agreement contained in this Agreement any Restricted Subsidiary of the Guarantor (other than those which constitute a default under another Section the Obligations) having an outstanding principal amount of this Article 10)$50,000,000 (or its foreign currency equivalent) or more individually or in the aggregate that has caused the holders thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity, and unless such failure shall continue unremedied for a period of (i) 5 declaration has been rescinded within 30 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 a default by the Guarantor or any Restricted Subsidiary in the payment when due of any portion of the principal under any such instrument or instruments, and such unpaid portion exceeds $50,000,000 (or its foreign currency equivalent) individually or in the aggregate and is not paid, or such default is not cured or waived, within any grace period applicable thereto, unless such Indebtedness is discharged within 30 days after of the earlier Guarantor or a Restricted Subsidiary becoming aware of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreementdefault; (f) any Loan Party the Guarantor or any Significant Subsidiary shall fail pursuant to make any payment (whether of principal or interest and regardless of amount) in respect within the meaning of any Material Indebtedness, when and Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of its creditors; or (v) admits in writing its inability to generally pay its debts as the same shall such debts become due and payable, unless such failure is being contested in compliance with Section 6.5due; or takes any comparable action under any foreign laws relating to insolvency; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary case or other proceeding shall be commenced against the Guarantor or an involuntary petition shall be filed any Significant Subsidiary seeking (i) liquidation, reorganization or other relief in with respect to it or its debts under Title 11 of a Loan Party the Bankruptcy Code or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership insolvency or other similar law now or hereafter in effect effect, or (ii) the appointment of a trustee, receiver, trusteeliquidator, custodian, sequestrator, conservator custodian or other similar official for any Loan Party with respect to it or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding property or petition shall continue undismissed for 60 days (iii) the winding-up or an order or decree approving or ordering any liquidation of the foregoing Guarantor or such Significant Subsidiary; and such involuntary case or other proceeding shall be enteredremain undismissed and unstayed for a period of 60 days; (ih) any Loan Party representation or any Subsidiary of any Loan Party warranty made by the Guarantor herein shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent prove to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it have been incorrect in any such proceeding, (v) make a general assignment for the benefit of creditors material respect when made or (vi) take misleading in any action for the purpose of effecting any material respect when made because of the foregoing; (j) any Loan Party omission to state a material fact and such incorrect or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally misleading representation is and continues to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, material and the same shall remain undischarged unremedied for a period of 30 consecutive days during which execution shall after receipt by the Guarantor of written notice thereof; provided, however, that if such condition cannot be effectively stayed or any action remedied within such 30-day period, then the period within which to remedy such condition shall be legally taken by a judgment creditor extended up to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any additional 60 days, so long as the Guarantor diligently pursues such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party remedy and such could condition is reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to capable of being remedied within such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as additional 60-day period. The grace periods set forth in Section 10.1(c), except as permitted by 7.1(a) and (b) above shall not affect in any way the terms right hereunder of any Collateral DocumentBeneficiary entitled to a payment of any amount payable to it, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability performance of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant by the RockGen Lessee under any Operative Document to demand prompt payment thereof, or performance thereof, by the Guarantor immediately upon any failure of the RockGen Lessee to pay or perform the same when it has become due (and, for the avoidance of doubt, without regard to the Loan Documents, existence of any Loan Party to Lendercure or grace period before such failure by the RockGen Lessee becomes a Lease Event of Default); provided, however, notwithstanding the foregoing, no Lease Event of Default under Section 16(m) and no remedies under the Facility Lease may be exercised until a Calpine Guaranty Event of Default has occurred and is continuing.

Defaults. The (a) Each of the following events (hereinafter called “Events of Default”) shall constitute an “Events Event of Default” under this Agreement:hereunder (whatever the reason for such event of default and whether it shall be voluntary or involuntary, or come about or be effected by operation of law, or be pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a1) the Borrower if Lessee shall fail to pay when due any principal sum under this Agreement and such failure shall continue for a period of any Loan three business days after oral, facsimile, electronic mail or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; written notice has been given by Lessor to Lessee; (b2) the Borrower if Lessee shall fail to pay perform any interest on any Loan covenant or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payableagreement contained herein, and such failure shall continue unremedied for a period of three Business Days; fifteen (c15) calendar days after notice thereof shall have been given in writing; (3) if any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary Lessee in or in connection with this Agreement or any Loan Document agreement, document or certificate delivered by the Lessee in connection herewith is or shall become incorrect in any amendment material respect; (4) if Lessee shall operate the Aircraft in violation of any applicable law, regulation, rule or modification order of any governmental authority having jurisdiction thereof or waiver thereundershall operate the Aircraft when the insurance required hereunder shall not be in effect; (5) if any proceedings shall be commenced under any bankruptcy, insolvency, reorganization, readjustment of debt, receivership or in liquidation law or statute of any report, certificate, financial statement jurisdiction; or other document furnished pursuant to (6) if any such proceedings shall be instituted against either Party and shall not be withdrawn or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if terminated within thirty (30) calendar days after their commencement. BLACKSTONE DRY LEASE - PAGE 6 OF 9 (b) Upon the occurrence of any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made Lessor may, at its option, exercise any or all remedies available at law or in good faith under Section 4.19 hereofequity, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware including, without limitation, any or all of the facts forming the basis following remedies, as Lessor in its sole discretion shall elect: (1) by notice in writing to terminate this Agreement immediately, whereupon all rights of the Lessee to the use or possession of the Aircraft or any part thereof shall absolutely cease and terminate but Lessee shall remain liable as hereinafter provided; and thereupon Lessee, if so requested by Lessor, shall at its expense promptly return the Aircraft and Aircraft Documentation as required by this Agreement or Lessor, at its option, may enter upon the premises where the Aircraft or Aircraft Documentation are located and take immediate possession of and remove the same by summary proceedings or otherwise. Lessee specifically authorizes Lessor’s entry upon any premises where the Aircraft or Aircraft Documentation may be located for the purpose of, and waives any cause of action it may have arising from, a peaceful retaking of the Aircraft or Aircraft Documentation; or (2) perform or cause to be performed any obligation, covenant or agreement of Lessee hereunder. Lessee agrees to pay all costs and expenses incurred by Lessor for such performance and acknowledges that such performance by Lessor shall not be deemed to cure said Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct;. (dc) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding Lessee shall be commenced or an involuntary petition shall be filed seeking (i) liquidationliable for all costs, reorganization or other relief in respect charges and expenses, including reasonable legal fees and disbursements, incurred by Lessor by reason of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “Event of Default or the exercise of Lessor’s remedies with respect thereto. No remedy referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. Lessor shall not be deemed to have waived any default”, as defined Event of Default or right hereunder unless the same is acknowledged in writing by duly authorized representative of Lessor. No waiver by Lessor of any default or Event of Default hereunder shall in any Loan Document (other than this Agreement) way be, or the breach be construed to be, a waiver of any future or subsequent default or Event of the terms Default. The failure or provisions delay of Lessor in exercising any rights granted it hereunder upon any occurrence of any Loan Document (other than this Agreement), which default such right upon the continuation or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms recurrence of any Collateral Documentsuch contingencies or similar contingencies, and any single or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability partial exercise of any Collateral Document, particular right by Lessor shall not exhaust the same or there shall exist constitute a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision waiver of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderother right provided herein.

Defaults. The following events (hereinafter called “Events of Default”a) Customer shall constitute “Events of Default” be in default under this AgreementAgreement upon the occurrence of any of the following: (ai) the Borrower shall fail Customer fails to pay when due any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail amount to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable be paid under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied then continues for a an additional period of three Business Daysten (10) business days after notice of overdue payment is delivered by ConEdison Solutions to the Customer; (cii) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) Customer fails to perform or meet any of its required duties or obligations under this Agreement and fails to cure such failure and the date effects of such failure within thirty (30) days of receipt of written notice of default, unless such Event of Default shall have been made to the Borrower by the Lenderfailures and effects cannot be completely cured within thirty (30) days after said written notice, in which case the procedures for additional time to take cure the steps necessary to remedy the underlying facts and render the representation or warranty true and correctdefault set forth in Section 12 shall apply; (diii) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11Customer goes into receivership, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) makes an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors whether voluntary or involuntary, or a petition is filed by or against the Customer under any bankruptcy, insolvency or similar law and such petition is not dismissed within thirty (vi30) take any action for days. (b) ConEdison Solutions shall be in default under this Agreement upon the purpose of effecting any occurrence of the foregoingfollowing: (i) Contractor furnishes any statement, representation, warranty, guaranty, certification in connection with this Agreement that is materially false, deceptive or incorrect; (jii) any Loan Party Contractor is declared bankrupt, has a petition in bankruptcy filed against it, or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become dueif the Contractor file for bankruptcy protection; (kiii) one Contractor causes or more judgments for the payment threatens to cause or create labor unrest, dispute, picketing, slowdowns, work stoppage, strike or disharmony; or (iv) Contractor fails to perform or meet any of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Partyits required duties, obligations, warranties or guarantees under this Agreement, and the same shall remain undischarged for a period Contractor fails to cure such failure(s) or effects of 30 consecutive such failure(s) within thirty (30) days during which execution shall of receipt of written notice of default, unless such failure(s) or effects cannot be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail completely cured within 30 thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or ordersafter said written notice, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in which case the opinion of procedures for additional time to cure the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document 12 shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderapply.

Defaults. The occurrence of any one or more of the following events (hereinafter called “Events of Default”) shall constitute an “Events Event of Default” under this Agreementhereunder: (a) the if Borrower shall fail to pay make any principal of payment when due on any Loan Obligation under this Agreement or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;other Loan Document; or (b) the Borrower if any Loan Party shall fail to pay comply with any interest on term, condition, covenant or agreement contained in Article 7 or Article 10 of this Agreement or contained in the Warrant or Rights Agreement; or (c) if any Loan Party shall fail to comply with any term, condition, covenant or any fee or any other amount (agreement contained in this Agreement other than an amount referred to in Section 10.1(a)) payable under Articles 7 or 10 of this Agreement, when and as the same shall become due and payableor in any other Loan Document, and such failure shall continue unremedied continues for a period of three Business Days; fifteen (c15) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from after the earlier to occur of (i) the date the Borrower becomes aware on which such failure to comply is known or reasonably should have become known to any officer of the facts forming the basis of the Event of Defaultrelevant Loan Party, or (ii) the date notice on which Lenders shall have notified the relevant Loan Party of such Event failure; provided, however, that such fifteen (15) day period shall not apply in the case of Default shall have any failure which is not capable of being cured at all or within such fifteen (15) day period or which has been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct;subject of a prior failure within a six (6) month period; or (d) if any Loan Party shall fail cease to observe or perform any covenantbe Solvent, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of its creditors, call a meeting of its creditors to obtain any general financial accommodation, or (vi) take suspend business or if any action for the purpose of effecting case under any provision of the foregoing;Bankruptcy Codes including provisions for reorganizations, shall be commenced by or against Borrower (and, in the case of any such case commenced against such Loan Party, such case shall not have been dismissed within sixty (60) days) or if a receiver, trustee or equivalent officer shall be appointed for all or any substantial part of the Collateral of such Loan Party; or (je) if any representation or warranty contained in this Agreement or any Loan Document, or in any written statement pursuant hereto or thereto, or in any report, financial statement or certificate delivered by any Loan Party or to Lenders shall be false, in any Subsidiary of any Loan Party shall become unablematerial respect, admit in writing its inability or fail generally to pay its debts as they become due;when made; or (kf) one if any federal or more judgments for the payment state tax lien is filed of money in an aggregate amount in excess of $500,000 shall be rendered record against any Loan Party, and the same is not bonded or discharged within fifteen (15) days of filing; or (g) if Borrower’s independent public accountants shall remain undischarged refuse to deliver any financial statement required by this Agreement; or (h) if a judgment for a period of 30 consecutive days during which execution $100,000 or more shall be entered against any Loan Party in any action or proceeding and shall not be effectively stayed stayed, vacated, bonded, paid or any action shall be legally taken by discharged within fifteen (15) days of entry, except a judgment creditor to attach or levy upon where the claim is fully covered by insurance (other than the deductible) and the insurance company has accepted liability therefor in writing; or (i) if any assets with an aggregate market value in excess of $200,000 obligation of any Loan Party in respect of any Indebtedness with a then-outstanding principal balance of one hundred thousand dollars ($100,000) or more shall be declared to enforce be or shall become due and payable prior to its stated maturity or such obligation shall not be paid as and when the same becomes due and payable; or there shall occur any event or condition which constitutes an event of default under any note, mortgage, indenture, instrument, agreement or evidence of such judgment or Indebtedness relating to any obligation of any Loan Party in respect of any such Indebtedness the effect of which is to permit the holder or the holders of such note, mortgage, indenture, instrument, agreement or evidence of such Indebtedness, or a trustee, agent or other representative on behalf of such holder or holders, to cause the Indebtedness evidenced thereby to become due prior to its stated maturity; or (j) upon the happening of any Reportable Event, or if Borrower terminates or withdraws (full or partial) from any Plan, or if a trustee shall fail within 30 days be appointed by an appropriate United States District Court or other court or administrative tribunal to discharge one administer any Plan, or more non-monetary judgments if the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or orders which, individually or in to appoint a trustee to administer any Plan; or (k) upon the aggregate, could reasonably be expected to have a occurrence and continuance of any Material Adverse Effect, which judgments in the sole discretion of the Lenders, impairs the Lenders’ security, increases the Lenders’ risks, or orders, in impairs any such case, are not stayed on appeal Loan Party’s ability to perform under this Agreement or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;under any of the other Loan Documents; or (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected if any Guarantor purports to result in a Material Adverse Effect;terminate its guaranty; or (m) a Change in Control shall occur;if, within three (3) Business Days following the exercise of the Warrant, the Borrower fails to duly and validly issue and deliver pursuant to the terms of the Warrant the common stock thereunder, fully paid and non-assessable, without any preemptive rights or rights of first refusal and free and clear of any liens or other encumbrances; or (n) if the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any sales of the terms Borrower and its Subsidiaries, on a consolidated basis, decline by twenty percent (20%) in a fiscal quarter period compared to the prior fiscal quarter period, in each case, for which financial statements are delivered or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported required to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant delivered to the Loan Documents, of any Loan Party to LenderLenders.

Defaults. The following events (hereinafter called “Events of Default”) A Party shall constitute “Events of Default” be in default under this AgreementLease upon the occurrence of any one or more of the following events: (a) the Borrower shall fail The failure by such Party to pay make any principal payment of any Loan or any Reimbursement Obligation amount required to be made by such Party hereunder, as and when and as due, where such failure shall continue for a period of thirty (30) days after receipt by such Party of written notice thereof from the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;other Party; or (b) the Borrower shall fail The failure by such Party to pay any interest on any Loan observe or any fee or perform any other amount (other than an amount referred material covenants, conditions or provisions of this Lease to in Section 10.1(a)) payable under this Agreementbe observed or performed by such Party, when and as the same shall become due and payable, and where such failure shall continue unremedied for a period of three Business Days; thirty (c30) any representation or warranty made or deemed made days after receipt by or on behalf such Party of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification written notice thereof or waiver thereunder, or in any report, certificate, financial statement or from the other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed madeParty; provided, however, that if any Event the nature of Default under this Section 10.1(cthe failure is such that more than thirty (30) occurs on account days are reasonably required for its cure, then such Party shall not be deemed to be in default if such Party commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; or (c) If by order of a misrepresentation made in good faith under Section 4.19 hereofcourt of competent jurisdiction, the Borrower a receiver or liquidator or trustee of a Party shall be appointed, and such receiver or liquidator or trustee shall not have 30 consecutive days from the earlier been discharged within a period of sixty (i60) the date the Borrower becomes aware days; or if by decree of such a court, a Party shall be adjudicated bankrupt or insolvent or any substantial part of the facts forming the basis of the Event of Default, or (ii) the date notice property of such Event of Default Party shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10)sequestered, and such failure decree shall continue unremedied have continued undischarged and unstayed for a period of sixty (i60) 5 days after the earlier of such breach entry thereof; or notice thereof from the Lender if such breach relates a petition to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, declare bankruptcy or to require the prepayment, repurchase, redemption or defeasance thereof, prior reorganize a Party pursuant to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) provisions of the federal bankruptcy laws or pursuant to any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidationother similar state statute applicable to such Party, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law as now or hereafter in effect, shall be filed against such Party and shall not be dismissed within sixty (ii60) days after such filing; or (d) If a Party shall file a voluntary petition in bankruptcy under any provision of any federal or state bankruptcy law or shall consent to the institution offiling of any bankruptcy or reorganization petition against it under any similar law; or, without limitation of the generality of the foregoing, if a Party shall file a petition or answer or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of the federal bankruptcy laws or pursuant to any other similar state statute applicable to such Party, as now or hereafter in effect, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such a proceeding, (v) ; or if a Party shall make a general an assignment for the benefit of creditors its creditors; or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan if a Party shall become unable, admit in writing its inability or fail generally to pay its debts generally as they become due; (k) one ; or more judgments for if a Party shall consent to the payment appointment of money in an aggregate amount in excess a receiver or receivers, or trustee or trustees, or liquidator or liquidators of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period it or of 30 consecutive days during which execution shall not be effectively stayed all or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess part of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderproperty.

Defaults. The following events (hereinafter called a) It shall be an event of default (“Events Event of Default”) under this Note and each of the other Loan Documents if (i) any principal, interest or other amount of money due under this Note is not paid in full when due, regardless of how such amount may have become due; or (ii) there shall constitute occur a Default under the Loan Agreement (as such term “Events Default” is defined in the Loan Agreement) subject to any applicable notice and cure period contained therein. Upon the occurrence of an Event of Default” , Lender shall have the rights to declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due hereunder and under this Agreement: the other Loan Documents, at once due and payable (a) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when and as upon such declaration, the same shall become be at once due and payable), whether at the due date thereof to foreclose any liens and security interests securing payment hereof and to exercise any of its other rights, powers and remedies under this Note, under any other Loan Document, or at a date fixed for prepayment thereof law or otherwise;in equity. (b) All of the Borrower shall fail to pay any interest on any Loan or any fee or rights, remedies, powers and privileges (together, “Rights”) of Lender and Administrative Agent provided for in this Note and in any other amount (Loan Document are cumulative of each other than an amount referred and of any and all other Rights at law or in equity. The resort to in Section 10.1(a)) payable under this Agreementany Right shall not prevent the concurrent or subsequent employment of any other appropriate Right. No single or partial exercise of any Right shall exhaust it, when and as the same shall become due and payableor preclude any other or further exercise thereof, and such every Right may be exercised at any time and from time to time. No failure shall continue unremedied for a period by Lender to exercise, nor delay in exercising any Right, including but not limited to the right to accelerate the maturity of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderNote, shall prove to have been materially incorrect when made or deemed made; provided, however, if be construed as a waiver of any Event of Default or as a waiver of any Right. Without limiting the generality of the foregoing provisions, the acceptance by Lender from time to time of any payment under this Section 10.1(c) occurs on account Note which is past due or which is less than the payment in full of a misrepresentation made in good faith under Section 4.19 hereofall amounts due and payable at the time of such payment, the Borrower shall have 30 consecutive days from the earlier of not (i) constitute a waiver of or impair or extinguish the date right of Lender to accelerate the Borrower becomes aware maturity of this Note or to exercise any other Right at the facts forming the basis time or at any subsequent time, or nullify any prior exercise of the Event of Defaultany such Right, or (ii) constitute a waiver of the date notice requirement of such punctual payment and performance or a novation in any respect. (c) If any holder of this Note retains an attorney in connection with any Event of Default shall have been made or at maturity or to the collect, enforce or defend this Note or any other Loan Document in any lawsuit or in any probate, reorganization, bankruptcy, arbitration or other proceeding, or if Borrower by the Lendersues any holder in connection with this Note or any other Loan Document and does not prevail, then Borrower agrees to pay to each such holder, in which addition to take the steps necessary to remedy the underlying facts principal, interest and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of sums owing to Lender hereunder and under the other Loan Documents, all costs and expenses incurred by such holder in trying to collect this Agreement; (f) any Loan Party Note or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such casesuit or proceeding, such proceeding including, without limitation, reasonable attorneys’ fees and expenses, investigation costs and all court costs, whether or petition shall continue undismissed for 60 days not suit is filed hereon, whether before or an order after the Maturity Date, or decree approving whether in connection with bankruptcy, insolvency or ordering any of the foregoing shall be entered; (i) any Loan Party appeal, or whether collection is made against Borrower or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding guarantor or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party endorser or any Subsidiary of any Loan Party other person primarily or secondarily liable hereunder. Any judgment on this Note shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for bear interest at the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken highest rate allowed by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderlaw.

Defaults. The occurrence of any one or more of the following events (hereinafter called “Events shall constitute an "Event of Default”) shall constitute “Events of Default” under this Agreement": (a) the Borrower The Company shall fail to pay (i) any interest due on any Revolving Credit Note, or any other amount payable hereunder (other than a principal payment on any Note or a Reimbursement Obligation) by five days after the same becomes due; or (ii) any principal of amount due on any Loan Revolving Credit Note or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwisedue; (b) The Company shall default in the Borrower shall fail to pay performance or observance of any interest on any Loan agreement, covenant, condition, provision or any fee or any other amount term contained in Article V (other than an amount referred to in Section 10.1(a)section 5.8) payable under or section 6.1 of this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) The Company shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this Agreement or any Collateral Document and such default continues for a period of thirty days after written notice thereof is given to the Company by any of the Banks; (d) Any representation or warranty made or deemed made by or on behalf of any Loan Party the Company herein or any Subsidiary in or in connection with this Agreement certificate delivered pursuant hereto, or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant delivered to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderBank hereunder, shall prove to have been materially incorrect false in any material respect as of the time when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7given; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party The Company or any Subsidiary shall fail to make any payment pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any part of the principal of or interest and regardless on any indebtedness of amount) in respect or assumed by it (including without limitation the Demand Notes), or of the rentals due under any lease or sublease, or of any Material Indebtednessother obligation for the payment of money, when in each case where such payments aggregate $1,000,000 or more, and as such default shall not be cured within the same period or periods of grace, if any, specified in the instruments governing such obligations; or default shall become due occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and payablesuch default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such indebtedness or other obligation or the termination of such lease or sublease, unless the Company or such failure is being contested Subsidiary shall be contesting such default in compliance good faith by appropriate proceedings; (f) A final judgment which, together with Section 6.5all other outstanding final judgments against the Company and its Subsidiaries, or any of them, exceeds an aggregate of $100,000 shall be entered against the Company or any Subsidiary and shall remain outstanding and unsatisfied, unbonded, unstayed or uninsured after 60 days from the date of entry thereof; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness The Company or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking Subsidiary shall: (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect become insolvent; or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution ofunable, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)mature; or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.

Defaults. The following events (hereinafter called Any failure to comply with the Service Levels set forth in this Section 2, other than failures resulting from a Force Majeure Event that affects a substantial portion of the Services or Platform, will be considered a “Events of Default”) shall constitute “Events of Default.” under this Agreement: (a) In the Borrower shall fail to pay any principal event of any Loan or any Reimbursement Obligation when Default, the applicable Recipient Party shall notify Provider of the nature of such Default and, upon Provider’s request, shall provide to Provider Recipient’s information and as data regarding the same shall become due nature and payabletiming thereof, whether at including Recipient’s Predicted TPV and the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when actual TPV processed by Provider and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or its Subsidiaries in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderthe Services and/or the Platform, or in any report, certificate, financial statement or other document furnished to the extent reasonably necessary to demonstrate such Default of the applicable Service Availability Service Level pursuant to or this Section 2 of Schedule 4.1. Provider may dispute any Default reported by any Recipient Party hereunder, in connection with this Agreement or which case the Parties shall work together in good faith to resolve such dispute within thirty (30) days of Recipient’s claim for the awarding of any Loan Document or Service Credits arising out of such Default. If the Parties are unable to resolve any amendment or modification thereof or waiver thereundersuch dispute after such thirty (30)-day period, shall prove Provider may commence arbitration pursuant to have been materially incorrect when made or deemed madeSection 15.2 of the Agreement; provided, however, if that commencing arbitration will not excuse Provider from awarding any Event Service Credit due to any Recipient Party pursuant to Section 3 of this Schedule 4.1. In addition, at the next Coordination Meeting following any notification by Recipient of any Default under this Section 10.1(c) occurs on account of a misrepresentation made hereunder, Provider and Recipient will cooperate in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice to determine such actions reasonably necessary to prevent a recurrence of such Event of Default shall have been made to and, if necessary, update Provider’s Disaster Recovery Plan. Any Default will also result in the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan applicable Recipient Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained being credited with a Service Credit as further set forth herein. Nothing in this Agreement (other than those which constitute a default under another Section of this Article 10), Schedule 4.1 is intended to limit or otherwise affect any Recipient Party’s rights and such failure shall continue unremedied for a period of (i) 5 days after remedies specified in the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof otherwise available to any Recipient Party under applicable Law arising from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such Provider’s failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms Service Levels set forth herein. No election by Recipient not to enforce a remedy available to Recipient pursuant to this Schedule 4.1 or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effectotherwise, or any Loan Guarantor shall deny that it has any further liability under to accept the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms award of any Collateral Document, or Service Credit shall constitute a waiver of Recipient’s rights to enforce any Collateral Document shall fail remedy available to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to LenderRecipient.

Defaults. The following events (hereinafter called “Events With respect to any Default or Event of Default, the words “exists”) , “is continuing” or similar expressions with respect thereto shall constitute “Events mean that the Default or Event of Default” under this Agreement: (a) Default has occurred and has not yet been cured or waived. If, prior to the Borrower shall fail to pay any principal taking of any Loan action under Section 7.02 (or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period occurrence of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c7.01(h) or 7.01(i)), any Default or Event of Default occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of due to (ia) the date the Borrower becomes aware of the facts forming the basis of the Event of Defaultfailure by any Loan Party to take any action by a specified time, such Default or (ii) the date notice of such Event of Default shall be deemed to have been made to cured at the Borrower time, if any, that the applicable Loan Party takes such action or (b) the taking of any action by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after that is not then permitted by the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after any other Loan Document, such Default or Event of Default shall be deemed to be cured on the earlier to occur of (x) the date on which such breach action would be permitted at such time to be taken under this Agreement and the other Loan Documents pursuant to an applicable amendment or notice thereof waiver permitting such action and (y) the date on which such action is unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement and the other Loan Documents; provided that, an Event of Default resulting from the Lender failure to deliver a notice pursuant to Section 5.05(a) shall cease to exist and be cured in all respects if the Default or Event of Default giving rise to such breach relates notice requirement shall have ceased to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail exist and/or be cured. Notwithstanding anything to make any payment (whether of principal or interest and regardless of amount) the contrary in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g1.09, an Event of Default (the “Initial Default”) shall may not apply be cured pursuant to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;this Section 1.09: (i) any Loan Party or any Subsidiary if the taking of any Loan Party shall (i) voluntarily commence action by any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any a Loan Party that is not permitted during, and as a result of, the continuance of such Initial Default directly results in the cure of such Initial Default and the applicable Loan Party or for a substantial part Subsidiary had actual knowledge at the time of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in taking any such proceeding, action that the Initial Default had occurred and was continuing, (vii) make a general assignment for in the benefit case of creditors an Event of Default under Section 7.01(h) or (vii) take that directly results in material impairment of the rights and remedies of the Lenders, Collateral Agent and Administrative Agent under the Loan Documents and that is incapable of being cured, or (iii) in the case of an Event of Default under Section 7.01(d) arising due to the failure to perform or observe Section 5.02 that directly results in a material adverse effect on the ability of the Borrower and the other Loan Parties (taken as a whole) to perform their respective payment obligations under any action for Loan Document to which the purpose of effecting Borrower or any of the foregoing; (j) any other Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it Parties is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (riv) any event in the case of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant an Event of Default under Section 7.01(d) arising due to the Loan Documents, of any Loan Party failure to Lendercomply with the Financial Covenant.

Defaults. The occurrence of any one or more of the following events (hereinafter called “Events of Default”) shall constitute “Events of a Default” under this Agreement: (ai) the Borrower shall fail to pay (a) any principal of any Loan or any Reimbursement Obligation when and as within three days after the same shall become becomes due and payable or (b) any interest thereon, fees or other amounts (other than any principal of any Loan or any Reimbursement Obligation) payable hereunder or under any other Loan Document within ten days after the same becomes due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (bii) the Borrower shall fail to pay observe or perform (a) any interest on covenant contained in Sections 6.8 through 6.11, inclusive, and written notice thereof has been given to the Borrower by the Administrative Agent at the request of any Loan Lender, or (b) any fee or any other amount (other than an amount referred to covenant contained in Section 10.1(a6.7(i)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (ciii) the Borrower shall fail to observe or perform any representation covenant or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary agreement contained in or in connection with this Agreement or any other Loan Document (other than those covered by clause (i) or (ii) above) for 15 days after written notice thereof has been given to the Borrower by the Administrative Agent at the request of any Lender; (iv) any representation, warranty, certification or statement made by the Borrower in this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished delivered pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect in any material respect when made (or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct); (dv) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party Borrower or any Significant Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) when due in respect of any Material Indebtedness, when Indebtedness (other than the Notes) the aggregate principal amount of which equals or exceeds $50,000,000 and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5shall continue after any applicable grace period; (gvi) any event or condition occurs that shall occur which results in the acceleration of the maturity of Indebtedness of the Borrower or any Material Indebtedness becoming due prior to its scheduled maturity Significant Subsidiary the aggregate principal amount of which equals or that exceeds $50,000,000 or enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material such Indebtedness or any trustee or agent Person acting on its or their such holder’s behalf to cause any Material Indebtedness to become due, or to require accelerate the prepayment, repurchase, redemption or defeasance maturity thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (hvii) an involuntary the Borrower or any Significant Subsidiary shall commence a voluntary case or other proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in with respect of a Loan Party or any Subsidiary of any Loan Party to itself or its debts, or of a substantial part of its assets, debts under any Federal, state or foreign bankruptcy, insolvency, receivership insolvency or other similar law now or hereafter in effect or (ii) seeking the appointment of a trustee, receiver, trusteeliquidator, custodian, sequestrator, conservator custodian or other similar official for any Loan Party of it or any Subsidiary of any Loan Party or for a substantial part of its assetsproperty, and, in or shall consent to any such case, such proceeding relief or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in taking possession by any such proceedingofficial in an involuntary case or other proceeding commenced against it, (v) or shall make a general assignment for the benefit of creditors creditors, or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall take any corporate action to authorize any of the foregoing; (kviii) an involuntary case or other proceeding shall be commenced against the Borrower or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Borrower or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect; (ix) any member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $50,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Material Plan, other than a Multi-employer Plan, shall be filed under Title IV of ERISA by a member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan, other than a Multi-employer Plan, or a proceeding shall be instituted by a fiduciary of any Material Plan which is a Multi-employer Plan against any member of the Controlled Group to enforce an obligation of any member of the Controlled Group exceeding $50,000,000 under Section 515 of ERISA in connection with a withdrawal or alleged withdrawal from such Multi-employer Plan or to take any action under Section 4219(c)(5) of ERISA and either such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; (x) one or more judgments or orders (other than a judgment or order for a rate refund) for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably equal or exceed $50,000,000 shall be expected to have a Material Adverse Effect, which judgments rendered against the Borrower or orders, in any Significant Subsidiary and such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreementjudgment(s) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any order(s) shall continue unsatisfied and unstayed for a period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)30 days; or (rxi) at any event time any LC Issuer shall have been served with or otherwise subjected to a court order, injunction, or other process or decree issued or granted at the instance of default occurs the Borrower restraining or seeking to restrain such LC Issuer from paying any amount under any Facility LC issued (or deemed issued) by it and is continuing beyond either (a) there has been a drawing under such Facility LC which such LC Issuer would otherwise be obligated to pay or (b) the stated expiration date or any applicable grace and cure periods reduction of the stated amount of such Facility LC has occurred but the right of the beneficiary to draw thereunder has been extended in connection with respect to any obligation, that is not pursuant to the Loan Documents, pendency of any Loan Party to Lenderthe related court action or proceeding.

Defaults. The following events An Event of Default shall occur if: (hereinafter called “Events of Default”) shall constitute “Events of Default” under this Agreement: (ai) the Borrower Company shall fail to pay any -------- default in the payment of the principal of any Loan or any Reimbursement Obligation installment of interest on this Note, when and as the same shall become due and payable, whether at the due maturity, on demand, on a date thereof or fixed for payment thereof, at a date fixed for prepayment thereof prepayment, by acceleration or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party Company shall fail to perform or observe or perform any covenant, condition obligation or agreement contained in Section 6.6(a), Section 6.7(aherein and the Company has not remedied such default within fifteen (15) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after notice of default has been given by the earlier of such breach or notice thereof from Investor to the Lender if such breach relates to terms or provisions of Section 6.1Company, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (hiii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (ia) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debtsthe Company, or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any Federal, other federal or state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or law, (iib) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party the Company, or for a substantial part of its property or assets, andor (c) the winding up or liquidation of the Company, in any such case, and such proceeding or petition shall continue undismissed for 60 days days, or an any order or decree approving or ordering any of the foregoing shall be entered; entered or (iiv) any Loan Party or any Subsidiary of any Loan Party the Company shall (ia) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any Federal, other federal or state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effectlaw, (iib) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in Section 10.1(h)herein, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (ivc) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (ve) make a general assignment for the benefit of creditors or creditors, (vif) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; , (kg) one suspend the operation of its business or more judgments (h) take any action for the payment purpose of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of effecting any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderforegoing.

Defaults. The occurrence of any of the following events (hereinafter called “Events of Default”) shall constitute “Events an Event of Default” under this AgreementDefault hereunder: (a) Any representation or warranty (other than a representation or warranty in respect of the Borrower Contracts contained in Sections 3.3, 3.5 and 3.6 of the Asset Purchase Agreement, so long as the party breaching such representation or warranty shall have performed its obligations with respect thereto in accordance with the Transaction Documents) made by the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor hereunder or under the Transaction Documents, or in any certificate furnished hereunder or under the Transaction Documents, shall prove to be untrue or incomplete in any material respect; provided, however, that if the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor effectively cures any such defects in any representation or warranty under any Transaction Document or certificate or report furnished under any Transaction Document, within the time period specified in the related document as the cure period therefor, such defect shall not in and of itself constitute an Event of Default; (i) The Seller, the Sponsor, the Servicer, the Subservicer or the Depositor shall fail to pay when due any principal amount payable by the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor unless such amounts are paid in full within the cure period therefor, respectively, hereunder or (ii) a legislative body has enacted any law that declares or a court of any Loan competent jurisdiction shall find or any Reimbursement Obligation when rule that this Insurance Agreement or the Transaction Documents are not valid and as binding on the same shall become due and payableSeller, whether at the due date thereof Sponsor, the Servicer, the Subservicer or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business DaysDepositor; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account The occurrence and continuance of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the "Servicer Event of Default, or (ii) " under the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correctServicing Agreement; (d) any Loan Party shall fail Any failure on the part of the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor duly to observe or perform in any covenantmaterial respect any other of the covenants or agreements on the part of the Seller, condition the Sponsor, the Servicer, the Subservicer or agreement the Depositor contained in Section 6.6(a)this Insurance Agreement or in any other Transaction Document which continues unremedied beyond any cure period provided therein, Section 6.7(a) or, in the case of this Insurance Agreement, for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor by the Insurer (with respect a copy to a Loan Party’s existencethe Indenture Trustee) or 6.11by the Indenture Trustee (with a copy to the Insurer). Such failure shall not constitute an Event of Default hereunder, if within such 30-day period the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor, as the case may be, shall have given notice to the Insurer of corrective action it proposes to take, which corrective action is agreed, in Article 7writing by the Insurer to be satisfactory and the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor shall thereafter pursue such corrective action diligently until such default is cured; (e) A decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any Loan Party present or future federal or state insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall fail to observe have been entered against the Seller, the Sponsor, the Servicer, the Subservicer or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), the Depositor and such failure decree or order shall continue unremedied have remained in force undischarged or unstayed for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement60 days; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of noticeThe Seller, the lapse of time Sponsor, the Servicer, the Subservicer or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) Depositor shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or receiver or liquidator or other similar official for such Loan Party in any involuntary insolvency, readjustment of debt, marshaling of assets and liabilities or Subsidiary similar proceedings of any Loan Party or for a substantial part relating to the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor or of or relating to all or substantially all of its assetsproperty and if the Seller, the Sponsor, the Servicer, the Subservicer or the Depositor shall fail to take appropriate action resulting in the withdrawal or dismissal of such proceeding within 60 days; or (ivg) The Seller, the Sponsor, the Servicer, the Subservicer or the Depositor shall admit in writing its inability to pay its debts generally as they become due, file an answer admitting the material allegations of a petition filed against it in to take advantage of or otherwise voluntarily commence a case or proceeding under any such proceedingapplicable insolvency, (v) reorganization or other similar statute, make a general an assignment for the benefit of its creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the voluntarily suspend payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderobligations.

Defaults. The occurrence of any one or more of the following events (hereinafter called “Events of Default”) shall constitute “Events of a Default” under this Agreement: (a) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any 7.1 Any representation or warranty made or deemed made by or on behalf of any Loan Party the Borrower or any Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or shall be false in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when material respect on the date as of which made or deemed made; provided. 7.2 Nonpayment of (a) principal of any Loan when due, however(b) any Reimbursement Obligation within one Business Day after the same becomes due or (c) interest upon any Loan, if any Event Commitment Fee, LC Facility Fee or other Obligations under any of Default under this Section 10.1(cthe Loan Documents within three (3) occurs on account of a misrepresentation made in good faith under Section 4.19 hereofdays after such interest, fee or other Obligation becomes due. 7.3 The breach by the Borrower shall have 30 consecutive days from of any of the earlier terms or provisions of (i) the date any of Sections 6.1 through 6.3 or any of Sections 6.10 through 6.27. 7.4 The breach by the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those a breach which constitute constitutes a default Default under another Section of this Article 10), and such failure shall continue unremedied for VII) or any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a period of party which is not remedied within thirty (i30) 5 days after the earlier to occur of (a) written notice from the Administrative Agent or any Lender to the Borrower or (b) an Authorized Officer of the Borrower otherwise become aware of any such breach. 7.5 Failure of the Borrower or any Subsidiary to pay when due any Material Indebtedness (beyond the applicable grace period with respect thereto, if any); or the default by the Borrower or any Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such breach Material Indebtedness or notice thereof from the Lender if lender(s) under any Material Indebtedness Agreement to cause, such breach relates Material Indebtedness to terms become due prior to its stated maturity or provisions any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party Borrower or any Subsidiary shall fail be declared to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become be due and payable, unless such failure is being contested in compliance with Section 6.5; payable or required to be prepaid or repurchased (gother than by a regularly scheduled payment) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled the stated maturity thereof; or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness Borrower or any trustee Subsidiary shall not pay, or agent on admit in writing its or their behalf inability to cause any Material Indebtedness to pay, its debts generally as they become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) 7.5 shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;Indebtedness if such sale or transfer is permitted hereunder. (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan 7.6 Any Credit Party or any Material Subsidiary shall (a) have an order for relief entered with respect to it under any Debtor Relief Law, (b) make an assignment for the benefit of any Loan Party or its debtscreditors, (c) apply for, seek, consent to, or of a substantial part of its assetsacquiesce in, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, custodian, trustee, custodianexaminer, sequestrator, conservator liquidator or similar official for any Loan Party it or any Subsidiary Substantial Portion of its Property, (d) institute any proceeding seeking an order for relief under any Debtor Relief Law or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any Debtor Relief Law or fail to file an answer or other pleading denying the material allegations of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding filed against it, (e) take any corporate or petition shall continue undismissed for 60 days partnership action to authorize or an order or decree approving or ordering effect any of the foregoing shall be entered; actions set forth in this Section 7.6 or (if) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, good faith any appointment or proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a 7.7. 7.7 A receiver, trustee, custodianexaminer, sequestrator, conservator liquidator or similar official shall be appointed for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Credit Party or any Material Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(d) shall be instituted against any Loan Credit Party or any Material Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 30 consecutive days. 7.8 Any court, government or governmental agency shall become unablecondemn, admit seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Subsidiaries which, when taken together with all other Property of the Borrower and the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in writing its inability which any such action occurs, constitutes a Substantial Portion. 7.9 The Borrower or any Subsidiary shall fail generally within 30 days to pay its debts as they become due; (k) pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against 20,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (excluding the amount of any Loan Party, and insurance coverage by insurance companies with the financial ability to pay the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed and who have agreed in writing to cover the applicable claim(s)), or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or ordersjudgment(s), in any such case, is/are not (i) stayed on appeal or otherwise being appropriately contested in good faith or (ii) paid in full by proper proceedings diligently pursued;third-party insurers under the Borrower’s or any Subsidiary’s insurance policies. (l) an ERISA 7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed $20,000,000 in the aggregate, or any Reportable Event shall have occurred that, occur in the opinion of the Lender, when taken together connection with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;any Plan. (m) a 7.11 [Reserved] 7.12 Any Change in Control shall occur;. 7.13 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (ndetermined as of the date of such notification), exceeds $20,000,000 or requires payments exceeding $20,000,000 per annum. 7.14 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased, in the occurrence aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $20,000,000. 7.15 The Borrower or any Subsidiary shall (a) be the subject of any “default”proceeding or investigation pertaining to the release by the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the indoor or outdoor environment, as defined or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), has resulted in liability to the Borrower or any Loan Document Subsidiary in an amount equal to $20,000,000 (excluding the amount of any insurance coverage by insurance companies with the financial ability to pay the same and who have agreed in writing to cover the applicable claim(s)) or more, which liability is not paid, bonded or otherwise discharged (other than this Agreementby a Facility LC) within 60 days or the breach of any of the terms or provisions of any which is not stayed on appeal and being appropriately contested in good faith. 7.16 Any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect against the Borrower or any Subsidiary, or the Borrower or any Subsidiary shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason or any action shall be taken or shall fail to be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guarantyof, or any Loan Guarantor shall fail to comply with any of which results in the terms discontinuation or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of, any Loan Document. 7.17 An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (a) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Borrower or any Affiliate of the Borrower to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Collateral DocumentOff-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $10,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or there (y) such investors shall exist require the amortization or liquidation of such Off-Balance Sheet Liabilities as a default result of such Off-Balance Sheet Trigger Event, (b) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (c) causes or otherwise permits the replacement or substitution of the Borrower or any Collateral Document beyond any applicable notice or cure periodAffiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, provided if such default is on account of a default by a Loan Party other than the Borrowerhowever, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party this Section 7.17 shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based not apply on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods date with respect to (i) any obligationvoluntary request by the Borrower or an Affiliate thereof for an above-described amortization, that is liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot pursuant to independently require on such date such amortization, liquidation or termination of reinvestments or (ii) any scheduled amortization or liquidation at the Loan Documents, stated maturity of any Loan Party to Lenderthe facility evidencing such Off-Balance Sheet Liabilities.

Defaults. The If any of the following events (hereinafter called “Events of DefaultDefaults”) shall constitute “Events of Default” under this Agreementoccur: (a) the Borrower shall fail fails to pay (i) any of the principal of any Loan the Senior Debt when such principal is due or any Reimbursement Obligation when and as the same shall become is declared due and payable(whether by scheduled maturity, whether at the due date thereof or at a date fixed for prepayment thereof required repayment, mandatory prepayment, acceleration, demand or otherwise), or (ii) interest on any Senior Debt when such interest is due (and such failure continues unremedied for five (5) Business Days), or (iii) any other amount due hereunder in respect of any Senior Debt (and such failure continues unremedied for five (5) Business Days); (b) the Borrower shall fail fails or neglects to pay perform, keep or observe any interest on any Loan of its covenants, conditions or any fee agreements contained in: (i) Sections 5.3, 6.2 and Article 7; (ii) Sections 5.1, 5.4, 5.5, 5.6, 6.1, or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, 6.3 and such failure shall continue unremedied for a period of three five (5) Business Days;; or (ciii) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a)the Financing Agreements and such failure shall continue for thirty (30) days; (c) any warranty or representation now or hereafter made by Borrower is untrue or incorrect in any material respect when made, Section 6.7(aand such breach of the warranty or representation (i) cannot be cured or (with respect to a Loan Party’s existenceii) or 6.11is not cured within 10 days after the Borrower becomes aware of such breach; (d) any schedule, certificate, written statement, report, financial data, written notice, or writing furnished at any time by Borrower to Lender is untrue or incorrect in Article 7any material respect on the date as of which the facts set forth therein are stated or certified or any of the foregoing omits to state a fact necessary to make the statements therein contained not misleading in any material respect; (e) a proceeding under any Loan Party shall fail to observe bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or perform receivership law or statute is filed (i) against Borrower or any covenantof its Subsidiaries and (1) an adjudication or appointment is made or order for relief is entered, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and 2) such failure shall continue unremedied proceeding remains undismissed for a period in excess of sixty (i60) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1days, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party by Borrower or any Subsidiary shall fail to make any payment (whether of principal its Subsidiaries; or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness Borrower or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or Subsidiaries makes an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors creditors; or (vi) take Borrower or any action for the purpose of effecting its Subsidiaries takes any corporate, limited liability company or partnership action, as applicable, to authorize any of the foregoing; (jf) any Loan Party Borrower voluntarily or any Subsidiary involuntarily dissolves or is dissolved, or terminates or is terminated other than pursuant to a transaction permitted under the terms of any Loan Party shall become unable, admit in writing its inability this Agreement; (g) Borrower ceases to be Solvent or fail fails generally to pay its debts as they become due; (kh) one as to any Indebtedness issued, assumed or more judgments for the payment of money guaranteed by Borrower, other than in an aggregate amount a Nonrecourse Transaction, with a principal balance in excess of $500,000 the Threshold Amount in the aggregate at any time (i) a default shall occur and shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness and the effect of such default is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or (ii) any such Indebtedness shall be rendered against any Loan Party, declared to be due and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not payable or required to be effectively stayed or any action shall be legally taken prepaid (other than by a judgment creditor regularly scheduled required prepayment or an optional permitted prepayment) prior to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursuedstated maturity thereof; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (mi) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (rj) any event of default occurs Lender delivers written notice to the Borrower that the Operating Agreement, Employment Agreement, or Formation, Contribution and is continuing beyond any applicable grace Investment Agreement, has been breached by an Azoff Party, and cure periods with respect to any obligation, that such breach is not cured within thirty (30) days; then Lender may, upon notice to Borrower (x) terminate Lender’s obligation to make advances to Borrower pursuant to Section 2.1 hereof, and/or (y) declare all of the Loan DocumentsLiabilities to be immediately due and payable, whereupon all of the Liabilities shall become immediately due and payable, except that in the event a Default described in Section 8.1(e) hereof shall exist or occur, all of the Liabilities shall automatically, without notice of any Loan Party to Lenderkind, be immediately due and payable.

Defaults. The Each of the following events (hereinafter called “Events shall constitute an Event of Default”) , whatever the reason for such event and whether it shall constitute “Events be voluntary or involuntary or be effected by operation of Default” under this Agreementlaw or pursuant to any judgment or order of any court or any order, rule, or regulation of any governmental or non-governmental body: (a) the Borrower Any representation or warranty made under this Agreement shall fail prove incorrect or misleading in any material respect when made or deemed to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;have been made; or (b) the Borrower shall fail to pay default in the payment of any principal, interest on any Loan or other monetary amounts payable hereunder or under the Notes, or any fee of them, or any under the other amount Loan Documents which payment default (other than an amount referred to in Section 10.1(a)payment due on the Maturity Date) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period is not cured within five (5) calendar days of three Business Days;Borrower’s receipt of notice from Administrative Agent; or (c) Borrower shall default in the performance or observance of any other agreement or covenant contained in this Agreement not specifically referred to elsewhere in this Section 8.1, and such default shall not be cured to the Required Lenders’ satisfaction within a period of forty-five (45) days from the date Borrower receives notice from Administrative Agent with respect thereto; or (d) There shall occur any default in the performance or observance of any agreement or covenant or breach of any representation or warranty made or deemed made by or on behalf contained in any of any the Loan Party or any Subsidiary in or in connection with Documents (other than this Agreement or any as otherwise provided in this Section 8.1 of this Agreement) or the Subsidiary Guaranty, which shall not be cured to the Required Lenders’ satisfaction within the applicable cure period, if any, provided for in such Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(cforty-five (45) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date receives notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (from Administrative Agent with respect to a thereto if no cure period is provided in such Loan Party’s existence) or 6.11, or in Article 7;Document; or (e) any Loan Party There shall fail to observe be entered a decree or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied order for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) relief in respect of Borrower or any Material Indebtednessof its Restricted Subsidiaries under Title 11 of the United States Code, when and as the same shall become due and payablenow constituted or hereafter amended, unless such failure is being contested in compliance with Section 6.5; (g) or any event other applicable federal or condition occurs that results in state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of Borrower or any Material Indebtedness becoming due prior to of its scheduled maturity Restricted Subsidiaries, or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness substantial part of their respective properties, or ordering the winding-up or liquidation of the affairs of Borrower or any trustee or agent on of its or their behalf to cause any Material Indebtedness to become dueRestricted Subsidiaries, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking against Borrower or any of its Restricted Subsidiaries, and a temporary stay entered, and (i) liquidationsuch petition and stay shall not be diligently contested, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) any such petition and stay shall continue undismissed for a period of thirty (30) consecutive days; or (f) Borrower or any of its Restricted Subsidiaries shall file a petition, answer, or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, make an assignment for the benefit of creditors, or Borrower or any of its Restricted Subsidiaries shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of Borrower or any of its Restricted Subsidiaries, or of any substantial part of their respective properties, or Borrower or any of its Restricted Subsidiaries shall fail generally to pay their respective debts as they become due, or Borrower or any of its Restricted Subsidiaries shall take any corporate or partnership action to authorize any such action; or (g) A final judgment shall be entered by any court against Borrower or any of its Restricted Subsidiaries for the payment of money which exceeds $1,000,000, which judgment is not covered by insurance or a warrant of attachment or execution or similar official for any Loan Party process shall be issued or levied against property of Borrower or any Subsidiary of its Restricted Subsidiaries which, together with all other such property of Borrower or any of its Restricted Subsidiaries subject to other such process, exceeds in value $1,000,000 in the aggregate, and if, within thirty (30) days after the entry, issue, or levy thereof, such judgment, warrant, or process shall not have been paid or discharged or bonded or stayed pending appeal, or if, after the expiration of any such stay, such judgment, warrant, or process shall not have been paid or discharged; or (1) There shall be at any time any “accumulated funding deficiency,” as defined in ERISA or in Section 412 of the Code, with respect to any Plan; or (2) a trustee shall be appointed by a United States District Court to administer any Plan; or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan; or (3) any of Borrower and its ERISA Affiliates shall incur any liability to the Pension Benefit Guaranty Corporation in connection with the termination of any Plan; or (4) any Plan or trust created under any Plan of any of Borrower and its ERISA Affiliates shall engage in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject Borrower or any ERISA Affiliate to the tax or penalty on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code; and by reason of any or all of the events described in clauses (1) through (4), as applicable, Borrower or any of its Restricted Subsidiaries shall have incurred or is likely to incur liability in excess of $2,000,000 in the aggregate; or (i) All or any portion of any Loan Party Document shall at any time and for any reason be declared by a court of competent jurisdiction in a suit with respect to such Loan Document to be null and void, or a proceeding shall be commenced by any Governmental Authority having jurisdiction over Borrower or any of its Restricted Subsidiaries or by Borrower or any of its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or Borrower or any of its Restricted Subsidiaries shall assert that any Loan Document is null and void or deny or attempt to revoke any liability or obligation for a substantial the payment of principal or interest purported to be created under any Loan Document; or (j) There shall occur any Change of Control; or (k) Except for conveyances of all or any part of the Loan Inventory between Borrower and the Guarantors there occurs any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Loan Inventory or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except (i) in accordance with the terms of this Agreement, (ii) for execution of contracts with prospective purchasers, (iii) for Permitted Encumbrances, or (iv) in the ordinary course of business; or (l) Except in the normal course of Borrower’s and its assetsRestricted Subsidiaries’ development of Inventory into Developed Lots and construction of Dwellings thereon or otherwise in Borrower’s or its Restricted Subsidiaries’ ordinary course of business, andwithout the prior written consent of Administrative Agent, Borrower or any of its Restricted Subsidiaries grants any easement or dedication, files any plat, condominium declaration, or restriction or otherwise encumbers all or any portion of the Loan Inventory, or seeks or permits any zoning reclassification or variance, unless such action is expressly permitted by the Loan Documents or does not affect any Inventory which is part of the Loan Inventory; or (m) Borrower or any of its Restricted Subsidiaries fails to pay when due (after lapse of any applicable grace periods) any Recourse Indebtedness of Borrower or such Restricted Subsidiary (other than the Obligations) in excess (individually or collectively) of $20,000,000; or (n) The acceleration of any Recourse Indebtedness of Borrower or any of its Restricted Subsidiaries in excess (individually or collectively) of $20,000,000 and such acceleration does not cease to exist or such Recourse Indebtedness is not satisfied, in any either case within five (5) days after such caseacceleration occurred. Notwithstanding anything contained herein to the contrary, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering the occurrence of any of the foregoing shall not be entered; a Default or an Event of Default hereunder if: (i) any the occurrence pertains only to specific parcel(s) within the Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, Inventory; and (ii) consent to the institution of, affected parcel(s) is (are) removed from the Loan Inventory on or fail to contest before ten (10) days in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment case of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, monetary occurrence and thirty (iv30) file an answer admitting days in the material allegations case of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders whichoccurrence after the occurrence or, individually or in if Borrower is entitled to notice and cure, within the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in applicable notice and cure period. In the event that any such caseparcel is a Lot Under Development, are not stayed Developed Lot, or Dwelling Lot, then the Loan Funding Availability shall be immediately calculated excluding such parcel. If, as the result of such removal, the outstanding principal balance under all Senior Unsecured Indebtedness would exceed the Loan Funding Availability, Borrower shall pay (X) to Administrative Agent on appeal or otherwise being appropriately contested the Reconciliation Date immediately following the removal of such Inventory from the Loan Inventory, a principal payment on the Loans in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion amount sufficient to eliminate such excess of the Lenderaggregate outstanding principal balance of all Senior Unsecured Indebtedness over the Loan Funding Availability, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; any due and unpaid interest on such excess or (mY) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant add additional Inventory to the Loan Documents, of any Inventory (which is acceptable to Administrative Agent) in an amount sufficient to cause the Loan Party Funding Availability to Lenderequal or exceed all Senior Unsecured Indebtedness.

Defaults. The If any of the following events (hereinafter called each individually, a “Events of Default”) shall constitute “Events of Default” under this Agreementoccur and be continuing: (a) the Borrower (i) shall fail to pay any principal of any Loan or any Reimbursement Obligation Advance when and as the same shall become becomes due and payablepayable in accordance with the terms hereof, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (bii) the Borrower shall fail to pay any interest on any Loan Advance or any fee or any other amount to be paid by it hereunder within three (other than an amount referred to in Section 10.1(a)3) payable under this Agreement, when and as Business Days of the same shall become due and payable, and date on which such failure shall continue unremedied for a period of three Business Days;payment is due; or (cb) any certification, representation or warranty made by the Borrower or the Guarantor herein or by the Borrower or the Guarantor (or any of their respective officers) in writing (including representations and warranties deemed made by pursuant to Sections 2.04(a)(G), or on behalf of any Loan Party or any Subsidiary in 3.02) under or in connection with this Agreement or any Loan Credit Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect in any material respect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(cor (c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower or the Guarantor shall have 30 consecutive days from the earlier of fail to perform or observe (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Defaultany term, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition covenant or agreement contained in Section 6.6(a)7.01 on its part to be performed or observed, Section 6.7(a(ii) any term, covenant or agreement contained in Sections 6.03 or 6.05 (with respect to a Loan Party’s existencemaintaining the corporate existence of the Borrower or the Guarantor) or 6.11, or in Article 7; VII (eother than Section 7.01) on its part to be performed or observed and such failure shall continue for five (5) days after the date notice thereof shall have been given to the Borrower or the Guarantor by the Administrative Agent or any Bank, or (iii) any Loan Party shall fail to observe or perform any covenantterm, condition covenant or agreement contained in this Agreement any Credit Document (other than those a term, covenant or agreement described in clauses (a), (b) above and sub-clauses (i) and (ii) of clause (c)) on its part to be performed or observed and such failure shall continue for thirty (30) days after the date notice thereof shall have been given to the Borrower or the Guarantor by the Administrative Agent or any Bank; or (d) the Borrower, the Guarantor, or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which constitute is outstanding in a default under another Section principal amount of this Article 10at least $50,000,000 in the aggregate (excluding Debt consisting of the Advances) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue unremedied for a period of (i) 5 days after the earlier applicable grace period, if any, specified in the agreement or instrument relating to such Debt, or any event of default or other event shall occur or condition shall exist under any agreement or instrument creating or evidencing such Debt in such principal amount, and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in is to accelerate, or to permit the holder or holders of any Material Indebtedness becoming due prior such Debt or any trustee or agent on its or their behalf to its scheduled accelerate, the maturity of such Debt, provided, however, a Default or that enables or permits (an event which, with or without the giving of notice, the lapse of time or both, would constitute a Default, shall have occurred or be continuing for purposes of this clause (d) shall not be deemed to exist due to the acceleration of the maturity of any obligation to a Bank or an affiliate (within the meaning of Regulation U) of a Bank solely by reason of a default in the performance of a term or condition in any agreement or instrument under or by which such obligation is created, evidenced or secured, which term or condition restricts the right of the Borrower or any other Person to sell, pledge or otherwise dispose of any margin stock (within the meaning of Regulation U) held by the Borrower or any such other Person; or (e) the holder or holders of any Material Indebtedness Borrower, the Guarantor, or any trustee or agent on Significant Subsidiary shall generally not pay its or their behalf to cause any Material Indebtedness to debts as such debts become due, or shall admit in writing its inability to require pay its debts generally, or shall make a general assignment for the prepayment, repurchase, redemption benefit of creditors; or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary any proceeding shall be commenced instituted by or an involuntary petition shall be filed against the Borrower, the Guarantor or any Significant Subsidiary seeking (i) to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debtsdebtors, or seeking the entry of a substantial part of its assets, under any Federal, state an order for relief or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for any Loan Party or any Subsidiary of any Loan Party it or for a any substantial part of its assets, property and, in the case of any such caseproceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or petition unstayed for a period of sixty (60) days; or the Borrower, the Guarantor or any Significant Subsidiary shall continue undismissed for 60 days or an order or decree approving or ordering take any corporate action to authorize any of the foregoing shall be entered;actions set forth above in this clause (e); or (if) any Loan Party judgment or order against the Borrower, the Guarantor or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments their respective Consolidated Subsidiaries is rendered for the payment of money in an aggregate amount in excess of $500,000 50,000,000 over the sum of available insurance therefor and adequate cash reserves for which have not been established and set aside solely for the purpose of payment of such judgment or order and such judgment or order remains unsatisfied and either (i) enforcement proceedings shall have been commenced by the creditor upon such judgment or order or (ii) there shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 sixty (60) consecutive days during which execution a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (rg) the Borrower shall cease to own directly or indirectly 100% of the issued and outstanding voting stock of the Guarantor; or (h) any Person shall become, directly or indirectly, the beneficial owner of 50% or more of the outstanding voting common stock of the Borrower; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Banks, after providing notice to the Borrower, declare all of the Commitments and the obligation of each Bank to make Advances to be terminated, whereupon all of the Commitments and each such obligation shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Banks, by notice to the Borrower declare the Advances, all interest thereon and all other amounts payable by the Borrower and the Guarantor under this Agreement to be forthwith due and payable, whereupon such Advances, such interest and all such amounts shall become and be forthwith due and payable, without requirement of any presentment, demand, protest, notice of intent to accelerate, further notice of acceleration or other further notice of any kind (other than the notice expressly provided for above), all of which are hereby expressly waived by the Borrower and the Guarantor, provided, however, that in the event of default occurs and is continuing beyond any applicable grace and cure periods Default described in Section 8.01(e) with respect to the Borrower or the Guarantor, (A) all of the Commitments and the obligation of each Bank to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or any obligation, that is not pursuant to the Loan Documents, other notice of any Loan Party to Lenderkind, all of which are hereby expressly waived by the Borrower and the Guarantor.

Defaults. The occurrence of any one or more of the following events (hereinafter called “Events of Default”) shall constitute “Events of a Default” under this Agreement: (a) the Borrower shall fail to pay 2.1 Nonpayment of any principal payment on any Note when due. 2.2 Nonpayment of interest upon any Note or of any facility fee or other payment Obligations under any of the Loan or any Reimbursement Obligation when and as Documents within five (5) Business Days after the same shall become due and payable, whether at becomes due. 2.3 The breach of any of the due date thereof terms or at a date fixed for prepayment thereof or otherwise;provisions of Article VI. (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any 2.4 Any representation or warranty made or deemed made by or on behalf of any Loan Party the Borrower or any Subsidiary of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been be materially incorrect when made or deemed false on the date as of which made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, . 2.5 The breach by the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those a breach which constitute constitutes a default Default under another Section 7.1, 7.2, 7.3 or 7.4) of this Article 10), and such failure shall continue unremedied for a period any of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1this Agreement which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender. 2.6 Failure of the Borrower or any of its Subsidiaries to pay when due any Recourse Indebtedness, 6.3regardless of amount, 6.4, 6.5, 6.6 or any other Consolidated Outstanding Indebtedness (other than Section 6.6(aIndebtedness hereunder and Indebtedness under Swap Contracts) in excess of $10,000,000 in the aggregate (collectively, “Material Indebtedness”)); or the default by the Borrower or any of its Subsidiaries in the performance of any term, 6.7provision or condition contained in any agreement, or 6.9 any other event shall occur or condition exist, which causes or permits any such Material Indebtedness to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the stated maturity thereof (provided that the failure to pay any such Material Indebtedness shall not constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of this Agreement the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome); or, under any Swap Contract, the occurrence of an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (fB) any Loan Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $10,000,000. 2.7 The Borrower, or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or have an order or decree approving or ordering any of for relief entered with respect to it under the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law Federal bankruptcy laws as now or hereafter in effect, (ii) consent to make an assignment for the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h)benefit of creditors, (iii) apply for for, seek, consent to, or consent to acquiesce in, the appointment of a receiver, custodian, trustee, custodianexaminer, sequestrator, conservator liquidator or similar official for such Loan Party it or Subsidiary of any Loan Party or for a substantial part Substantial Portion of its assetsProperty, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer admitting or other pleading denying the material allegations of a petition any such proceeding filed against it in any such proceedingit, (v) make a general assignment for take any corporate action to authorize or effect any of the benefit of creditors or foregoing actions set forth in this Section 7.7, (vi) take fail to contest in good faith any action for the purpose of effecting any of the foregoing; appointment or proceeding described in Section 7.8 or (jvii) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts generally as they become due;. 2.8 A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Subsidiary or for any Substantial Portion of the Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.7(iv) shall be instituted against the Borrower or any such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (k90) one consecutive days. 2.9 The Borrower or more judgments any of its Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments, warrants, writs of attachment, execution or similar process or orders for the payment of money in an aggregate amount in excess of $500,000 shall be rendered which, when added to all other judgments, warrants, writs, executions, processes or orders outstanding against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed Borrower or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of Subsidiary would exceed $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or 10,000,000 in the aggregate, could reasonably be expected to which have a Material Adverse Effect, which judgments or orders, in any such case, are not been stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;faith; provided, however, that if a bond has been issued in favor of the claimant or other Person obtaining such judgment, warrant, writ, execution, order or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of Borrower or its Subsidiaries. (l) an ERISA Event 2.10 The Borrower or any other member of the Controlled Group shall have occurred that, been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in the opinion of the Lenderan amount which, when taken together aggregated with all other ERISA Events amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $1,000,000 or requires payments exceeding $500,000 per annum. 2.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have occurredbeen or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $500,000. 2.12 Failure to remediate within the time period permitted by law or governmental order, could reasonably be expected to result after all administrative hearings and appeals have been concluded (or within a reasonable time in a Material Adverse Effect;light of the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower or any of its Subsidiaries or Investment Affiliates. (m) a Change in Control shall occur; (n) the 2.13 The occurrence of any “default”, Default” as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement)Document, which default or breach continues beyond any period of grace therein provided. 2.14 The attempted revocation, provided if such default is on account of a default by a Loan Party other than the Borrowerchallenge, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guarantydisavowment, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted termination by the terms of any Collateral Document, Borrower or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision Guarantors of any of the Loan Documents has ceased to Documents. 2.15 Any Change of Control shall occur. 2.16 Any Change in Management shall occur. 7.17 A federal tax lien shall be filed against Borrower or any of its Subsidiaries under Section 6323 of the Code or a lien of the PBGC shall be filed against Borrower or any of its Subsidiaries under Section 4068 of ERISA and in either case such lien shall remain undischarged (or otherwise is not valid, binding and enforceable in accordance with its terms); or unsatisfied) for a period of twenty-five (r25) any event days after the date of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderfiling.

Defaults. The If any of the following events (hereinafter herein called “Events an "Event of Default”") shall constitute “Events of Default” under this Agreementoccur and be continuing: (a) If the Borrower Company shall fail to pay default in the payment (whether or not such payment is prohibited under Article 5 hereof) of (i) any part of the principal of on any Loan or any Reimbursement Obligation Convertible Note, when and as the same shall become due and payable, whether at the due date thereof maturity or at a date fixed for prepayment thereof by acceleration or otherwise; , or (bii) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this AgreementConvertible Note, when and as the same shall become due and payable, and such failure default in the payment of interest shall have continued for fifteen (15) days; (b) If the Company shall default in the performance of any agreement or covenant contained in this Agreement or the Convertible Notes and such default shall continue unremedied for a period of three Business Days;thirty (30) days; or (c) If any representation or warranty made or deemed made by or on behalf of any Loan Party the Company herein or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished certificate delivered by the Company pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, hereto shall prove to have been materially incorrect in any material respect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(cor (d) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of If (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary Company shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, Indebtedness when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; or within any applicable grace period; or (gii) any other event of default, as defined in any material indenture or condition occurs that material instrument evidencing or under which there is at the time outstanding any Indebtedness of the Company, shall occur which (1) results in any Material the acceleration of the maturity of such Indebtedness becoming due prior to its scheduled maturity or that (2) enables or permits (or, with or without the giving of notice, the lapse of time or bothwould enable) the holder or holders of any Material such Indebtedness or any trustee or agent person acting on its or their such holder's behalf to cause any Material Indebtedness to become dueaccelerate the maturity thereof if, in the case of subclause (2) hereof, such event or to require condition has been in existence for 180 days without being cured or waived; provided, that, the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result aggregate principal amount of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking Indebtedness referred to in clause (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) (together with any other defaulted Indebtedness) exceeds $1,000,000; or (e) If a final judgment which, either alone or together with other outstanding final judgments against the appointment Company and its Subsidiaries, exceeds an aggregate of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party $1,000,000 shall be rendered against the Company or any Subsidiary of any Loan Party and such judgment shall have continued undischarged or unstayed for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;after entry thereof; or (if) any Loan Party If the Company or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file make an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors creditors, or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability to pay its debts; or if the Company or any Subsidiary shall suffer the appointment of a receiver or trustee for it or substantially all of its assets and, if appointed without its consent, not to be discharged or stayed within sixty (60) days; or if the Company or any Subsidiary shall suffer proceedings under any law relating to bankruptcy, insolvency or the reorganization or relief of debtors to be instituted by or against it, and, if contested by it, not to be dismissed or stayed within sixty (60) days; or if the Company or any Subsidiary shall fail generally to pay its debts as they become due; (k) one ; or more judgments for if the payment Company or any Subsidiary shall suffer any writ of money in an aggregate amount attachment or execution or any similar process to be issued or levied against it or any significant part of its property with respect to claims in excess of $500,000 shall be rendered against any Loan Party1,000,000, and which is not released, stayed, bonded or vacated within sixty (60) days after its issue or levy; or if the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed Company or any Subsidiary takes corporate action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach furtherance of any of the terms aforesaid purposes or provisions conditions; then and in each such event the holders of forty percent (40%) or more in aggregate principal amount of the Convertible Notes then outstanding may at any time (unless all defaults shall theretofore have been remedied) at its or their option, by written notice or notices to the Company, declare all the Convertible Notes to be due and payable, whereupon the same shall forthwith mature and become due and payable, together with all interest accrued thereon, without presentment, demand, protest or notice, all of which are hereby waived; provided, however, that this provision is subject to the condition that if, at any time after the principal of the Convertible Notes shall so become due and payable, any arrears of principal and interest on the Convertible Notes (with interest at the rate specified in the Convertible Notes on any overdue principal and, to the extent legally enforceable, on any interest overdue) shall be paid by or for the account of the Company, then the holder or holders of at least fifty-one percent (51%) in aggregate principal amount of the Convertible Notes then outstanding, by written notice or notices to the Company, may waive such Event of Default and its consequences and rescind or annul such declaration, but no such waiver shall extend to or affect any subsequent Event of Default or impair any right resulting therefrom; provided, further, that notwithstanding the foregoing, if there shall occur an Event of Default under clause (f) above, or a breach of the covenants contained in Sections 9.1 or 9.3 hereof, then the Convertible Notes, together with all interest accrued thereon, shall immediately mature and become due and payable, without the necessity of any Loan Document (other than this Agreement), which default action by the Purchasers or breach continues beyond notice to the Company. If any period of grace therein provided, provided if such default is on account holder of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or Convertible Note shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party take any other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligationa claimed default, that is not pursuant the Company, forthwith upon receipt of such notice or obtaining knowledge of such other action, will give written notice thereof to all other holders of the Loan DocumentsConvertible Notes then outstanding, describing such notice or other action and the nature of any Loan Party to Lenderthe claimed default.

Defaults. The occurrence of any of the following events (hereinafter called “Events of Default”) shall constitute an “Events Event of Default” under this Agreementhereunder: (a) Any representation or warranty made by any of the Borrower shall fail Transaction Parties hereunder or under the Transaction Documents, or in any certificate furnished hereunder or under the Transaction Documents, prove to pay be untrue or misleading in any principal of material respect; provided, however, that if such Transaction Party effectively cures any Loan such defect in any representation or warranty under any Reimbursement Obligation when and Transaction Document or certificate or report furnished under any Transaction Document, within the time period specified in the related Transaction Document as the same cure period therefor, such defect shall become due not in and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwiseof itself constitute an Event of Default; (bi) the Borrower shall fail Any Transaction Party fails to pay or deposit when due any interest on any Loan amount required to be paid or any fee deposited by it hereunder or under any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, Transaction Document and such failure shall continue unremedied has continued for a period of three at least two (2) Business DaysDays or, if so specified in the applicable Transaction Document, the applicable grace period set forth therein, or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction finds or rules that this Insurance Agreement or any other Transaction Document is not valid and binding on the Transaction Parties hereto or thereto; (c) any representation or warranty made or deemed made by or on behalf The occurrence and continuance of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any an Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith the Indenture or Servicer Termination Event under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts Sale and render the representation or warranty true and correctServicing Agreement; (d) Any failure on the part of any Loan Transaction Party shall fail duly to observe or perform in any covenant, condition material respect any other of the covenants or agreement agreements on the part of such Transaction Party contained in Section 6.6(athis Insurance Agreement or in any other Transaction Document which continues unremedied beyond any cure period provided therein, or, in the case of this Insurance Agreement, for a period of 30 days after the earlier of the date on which written notice of such failure, requiring the same to be remedied, has been given to Triad by the Insurer (with a copy to the Indenture Trustee) or by the Indenture Trustee (with a copy to the Insurer), Section 6.7(a) (with respect to or a Loan Party’s existence) or 6.11, or in Article 7Responsible Officer of such Transaction Party has actual knowledge thereof; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect The entry of a Loan Party decree or any Subsidiary of any Loan Party order by a court or its debts, agency or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter supervisory authority having jurisdiction in effect or (ii) the premises for appointment of a receiverconservator, trustee, custodian, sequestrator, conservator receiver or liquidator or similar official for any Loan Transaction Party or which is a party to any Subsidiary of any Loan Party or for a substantial part of its assets, and, Transaction Document in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership readjustment of debt, marshaling of assets and liabilities or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party proceedings or for a substantial part the winding up or liquidation of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Partyrespective affairs, and the same shall remain undischarged continuance of any such decree or order unstayed and in effect for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursueddays; (lf) an ERISA Event shall have occurred thatThe consent by any Transaction Party to the appointment of a conservator or receiver or liquidator or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to such Transaction Party or relating to all or substantially all of its respective property; or any such Transaction Party admits in the opinion of the Lenderwriting its inability to pay its debts generally as they become due, when taken together with all other ERISA Events that have occurred, could reasonably be expected files a petition to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence take advantage of any “default”applicable bankruptcy, as defined in any Loan Document (other than this Agreement) insolvency or reorganization statute, make an assignment for the breach benefit of any its creditors or voluntarily suspends payment of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)obligations; or (rg) any event The Swap Agreement is terminated and a replacement swap agreement that is acceptable to the Insurer is not entered into within 40 days of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligationthe “Early Termination Date” (as defined in the Swap Agreement); provided , however, that is the occurrence of an Event of Default specified in this clause (g) shall not pursuant to result in a Servicer Termination Event under Section 9.1(f) of the Loan Documents, of any Loan Party to LenderSale and Servicing Agreement.

Defaults. The If any of the following events (hereinafter called “Events of Default”) shall constitute “Events of Default” under this Agreementoccur and be continuing: (a) the The Borrower shall fail to pay any principal of any Term Loan or any Reimbursement Obligation when and as due in accordance with the same shall become due and payable, terms hereof (whether at the due date thereof or at a date fixed for stated maturity, by mandatory prepayment thereof or otherwise; (b) ); or the Borrower shall fail to pay any interest on any Loan or any fee Term Loan, or any other amount payable hereunder, within five (5) days after any such interest or other than an amount referred to becomes due in Section 10.1(a)) payable under this Agreement, when and as accordance with the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;terms hereof; or (cb) any Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document (or in any amendment, modification or supplement hereto or thereto) or which is contained in any certificate furnished at any time by or on behalf of any Loan Party or any Subsidiary in or in connection with pursuant to this Agreement or any such other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when in any material respect on or as of the date made or deemed made; providedor (c) Any Loan Party shall default in the observance or performance of any agreement contained in Section 6.7(a) or Article VII of this Agreement or Section 5.2.2 of the Guarantee and Collateral Agreement; provided that, however, if any Event of Default under this Section 10.1(c) occurs on account in the case of a misrepresentation made default in good faith the observance or performance of its obligations under Section 4.19 6.7(a) hereof, such default shall have continued unremedied for a period of two days after a Responsible Officer of the Borrower shall have 30 consecutive days from discovered or should have discovered such default, and provided further that, in the case of a default in the observance of or compliance with its obligations under Section 7.1(a) hereof for any four fiscal quarter period, such default shall have continued unremedied for a period of five Business Days after the Calculation Date with respect to such period; or (d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Article VIII), and such default shall continue unremedied for a period ending on the earlier of (i) the date 32 days after a Responsible Officer of the Borrower becomes aware of the facts forming the basis of the Event of Default, shall have discovered or should have discovered such default and (ii) the date 15 days after written notice of such Event of Default shall have has been made given to the Borrower by the Lender, in which to take Administrative Agent or the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7;Required Lenders; or (e) The Borrower or any Loan Party of its Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after default in (x) any payment of principal of or interest on any Indebtedness in excess of $15,000,000 or (y) in the earlier payment of any Guarantee Obligation in excess of $15,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such breach Indebtedness or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement Guarantee Obligation was created; or (ii) 15 days after default in the earlier of such breach observance or notice thereof from the Lender if such breach relates to terms or provisions performance of any other Section of this Agreement; agreement or condition relating to any Indebtedness or Guarantee Obligation referred to in clause (fi) above or contained in any Loan Party instrument or agreement evidencing, securing or relating thereto, or any Subsidiary other event shall fail to make any payment (whether occur or condition exist, the effect of principal which default or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any other event or condition occurs that results in any Material Indebtedness becoming due prior is to its scheduled maturity cause, or that enables or permits (with or without the giving of notice, the lapse of time or both) to permit the holder or holders of any Material such Indebtedness or any beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on its behalf of such holder or their behalf holders or beneficiary or beneficiaries) to cause any Material cause, with the giving of notice or lapse of time if required, such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, due prior to its scheduled maturity; provided that this Section 10.1(gstated maturity or such Guarantee Obligation to become payable (an “Acceleration”), and such time shall have lapsed and, if any notice (a “Default Notice”) shall not apply be required to secured commence a grace period or declare the occurrence of an event of default before notice of Acceleration may be delivered, such Default Notice shall have been given, and (in the case of any Indebtedness that becomes due as or Guarantee Obligation created under the ABL Facility Documents) either a result further period of the voluntary sale 30 days shall have elapsed or transfer such Acceleration of the property such Indebtedness or assets securing such Indebtedness;Guarantee Obligation shall have occurred; or (hf) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; If (i) any Loan Party or any Subsidiary Material Subsidiaries of the Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any Loan Party shall (i) voluntarily commence any proceeding jurisdiction, domestic or file any petition seeking liquidationforeign, reorganization or other relief under any Federal, state or foreign relating to bankruptcy, insolvency, receivership reorganization or similar law now or hereafter in effectrelief of debtors, (ii) consent seeking to the institution ofhave an order for relief entered with respect to it, or fail seeking to contest in adjudicate it a timely and appropriate mannerbankrupt or insolvent, any proceeding or petition described in Section 10.1(h)seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other similar relief with respect to it or its debts, or (iiiB) apply for or consent to the seeking appointment of a receiver, interim receiver, receivers, receiver and manager, trustee, custodian, sequestrator, conservator or other similar official for such Loan Party or Subsidiary of any Loan Party it or for a all or any substantial part of its assets, (iv) file an answer admitting or any Loan Party or any Material Subsidiaries of the material allegations of a petition filed against it in any such proceeding, (v) Borrower shall make a general assignment for the benefit of creditors its creditors; or (viii) take there shall be commenced against any action for the purpose of effecting Loan Party or any Material Subsidiaries of the foregoing; Borrower any case, proceeding or other action of a nature referred to in clause (ji) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against any Loan Party or any Material Subsidiaries of the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Loan Party or any Subsidiary Material Subsidiaries of the Borrower shall take any corporate action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Loan Party or any Material Subsidiaries of the Borrower shall become unablebe generally unable to, or shall admit in writing its general inability or fail generally to to, pay its debts as they become due;; or (kg) one Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or more judgments for Section 4975 of the payment Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of money ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in an aggregate amount in excess favor of $500,000 the PBGC or a Plan shall arise on the assets of either of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be rendered against appointed, to administer or to terminate, any Loan PartySingle Employer Plan, and which Reportable Event or commencement of proceedings or appointment of a trustee is in the same reasonable opinion of the Administrative Agent likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall remain undischarged terminate for purposes of Title IV of ERISA other than a period standard termination pursuant to Section 4041(b) of 30 consecutive days during which execution shall not be effectively stayed ERISA, (v) either of the Borrower or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders whichCommonly Controlled Entity shall, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the reasonable opinion of the LenderAdministrative Agent is reasonably likely to, when taken incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan, or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other ERISA Events that have occurredsuch events or conditions, if any, could be reasonably be expected to result in a Material Adverse Effect;; or (mh) One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate at any time a Change liability (net of any insurance or indemnity payments actually received in Control respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall occur;be unsuccessful) of $15,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (ni) Any of the occurrence of Security Documents shall cease for any “default”, as defined reason to be in any Loan Document full force and effect (other than this Agreement) or the breach of any of pursuant to the terms hereof or provisions of any Loan Document (other than this Agreementthereof), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail Party which is a party to comply with any of the terms Security Documents shall so assert in writing, or provisions (ii) the Lien created by any of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor Security Documents shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported cease to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding perfected and enforceable in accordance with its terms or of the same effect as to perfection and priority purported to be created thereby with respect to any significant portion of the Collateral (or other than in connection with any Loan Party shall challenge the enforceability termination of such Lien in respect of any Loan Document Collateral as permitted hereby or shall assert in writingby any Security Document), or engage in any action or inaction based on any and such assertion, that any provision failure of any of the Loan Documents has ceased such Lien to be or otherwise is not valid, binding perfected and enforceable in accordance with its terms)such priority shall have continued unremedied for a period of 20 days; or (rj) A Change of Control shall have occurred; then, and in any such event, (A) if such event is an Event of default occurs and is continuing beyond any applicable grace and cure periods Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments, if any, shall immediately terminate and the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any obligationother Event of Default, that is not pursuant either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders the Administrative Agent shall, by notice to the Loan DocumentsBorrower, declare the Commitments to be terminated forthwith, whereupon the Commitments, if any, shall immediately terminate; and (ii) with the consent of any Loan Party the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to Lenderthe Borrower, declare the Term Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable.

Defaults. The following events (hereinafter called “shall be "Events of Default”) shall constitute “Events of Default” under this Agreement": (a) The occurrence of an Event of Default (as defined in the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when and as Note) under the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwiseNote; (b) Any representation or warranty of a Debtor in this Agreement or in the Borrower Intellectual Property Security Agreement shall fail prove to pay have been incorrect in any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, material respect when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Daysmade; (c) The failure by a Debtor to observe or perform any representation of its obligations hereunder or warranty made or deemed made in the Intellectual Property Security Agreement for five (5) days after delivery to such Debtor of notice of such failure by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correctSecured Party; (d) any Loan Party A Debtor shall fail to observe or perform any covenantprepay, condition or agreement contained in Section 6.6(a)redeem, Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11defease, purchase, or in Article 7otherwise acquire any of its or its subsidiaries' indebtedness, other than permitted prepayments under the Note; (e) A Debtor shall make any Loan Party shall fail to observe distribution or perform declare or pay any covenantdividends (in cash or other property, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (icommon stock) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7on, or 6.9 purchase, acquire, redeem, or retire any of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions its capital stock, of any other Section of this Agreementclass, whether now or hereafter outstanding; (f) Parent shall modify or change its method of accounting or enter into, modify, or terminate any Loan Party agreement currently existing, or at any Subsidiary shall fail to make time hereafter entered into with any payment (whether third party accounting firm or service bureau for the preparation or storage of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5its accounting records; (g) If a judgment or other claim becomes a lien or encumbrance upon any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving material portion of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturitya Debtor's assets; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;and (h) an involuntary If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by a Debtor, or a proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of by a Loan Party or any Subsidiary of any Loan Party or its debtsDebtor, or of by any governmental authority having jurisdiction over a substantial part of its assetsDebtor, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert establish the invalidity or unenforceability of the Loan Guarantythereof, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor Debtor shall deny that it a Debtor has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and obligation purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default created under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderthis Agreement.

Defaults. The occurrence of any one or more of the following events (hereinafter called shall constitute an “Events Event of Default”) shall constitute “Events of Default” under this Agreement: (a) the Borrower The Company shall fail to pay (i) any interest due on the Note, or any other amount payable hereunder (other than a principal payment on the Note) by five (5) days after the same becomes due; or (ii) any principal of any Loan or any Reimbursement Obligation amount due on the Note when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwisedue; (b) The Company shall default in the Borrower shall fail to pay performance or observance of any interest on any Loan agreement, covenant, condition, provision or any fee term contained in Article VI or any other amount (other than an amount referred to in Section 10.1(a)) payable under 7.01 or 7.06 of this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) The Company or any representation Credit Party shall default in the performance or warranty made or deemed made by or on behalf observance of any Loan Party of the other agreements, covenants, conditions, provisions or any Subsidiary terms in or in connection with this Agreement or any Loan Document continuing for a period of thirty days after the earlier of the date upon which (i) the Chairman, President or Chief Financial Officer of the Company or such other Credit Party obtains knowledge of such default or (ii) written notice thereof is given to the Company by the Lender; (d) Any representation or warranty made by the Company herein or any amendment or modification thereof or waiver thereundercertificate delivered pursuant hereto, or in any report, certificate, financial statement or other document furnished pursuant delivered to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderLender hereunder, shall prove to have been materially incorrect false in any material respect as of the time when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7given; (e) The Company or any Loan Party Restricted Subsidiary shall fail to observe pay as and when due and payable (whether at maturity, by acceleration or perform otherwise) all or any covenantpart of the principal of or interest on any Indebtedness of or assumed by it, condition or agreement contained in this Agreement of the rentals due under any lease or sublease, or of any other obligation for the payment of money (the aggregate amount of which Indebtedness, rentals and other than those which constitute a default under another Section of this Article 10obligations exceeds $3,000,000), and such failure default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and such default shall continue unremedied for a period of (i) 5 days after time sufficient to permit the earlier acceleration of the maturity of any such Indebtedness or other obligation or the termination of such breach lease or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreementsublease; (f) any Loan Party A final judgment which, together with all other outstanding final judgments against the Company and its Restricted Subsidiaries, or any of them, exceeds an aggregate of $3,000,000 shall be entered against the Company or any Restricted Subsidiary and shall fail to make any payment (whether remain outstanding and unsatisfied, unbonded, unstayed or uninsured after 60 days from the date of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5entry thereof; (g) The Company, any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness Restricted Subsidiary or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking Credit Party shall: (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect become insolvent; or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution ofunable, or fail admit in writing its inability to contest in a timely and appropriate manner, any proceeding pay its debts as they mature; or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its property; or (viiv) take any action become the subject of an “order for relief” within the purpose of effecting any meaning of the foregoing; United States Bankruptcy Code; or (jv) any Loan Party become the subject of a creditor’s petition for liquidation, reorganization or any Subsidiary of any Loan Party shall become unable, admit in writing its inability to effect a plan or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged other arrangement with creditors which remains undismissed for a period of 30 consecutive days during which execution shall not be effectively stayed sixty (60) days; or (vi) apply to a court for the appointment of a custodian or receiver for any action shall be legally taken by of its assets; or (vii) have a judgment creditor to attach custodian or levy upon receiver appointed for any of its assets (with an aggregate market value in excess or without its consent); or (viii) have any of $200,000 its assets garnished, seized or forfeited, or threatened with garnishment, seizure or forfeiture; or (ix) otherwise become the subject of any Loan Party insolvency proceedings or to enforce propose or enter into any such judgment formal or informal composition or arrangement with its creditors; (h) This Agreement, any Note or any Loan Party shall fail within 30 days Document shall, at any time after their respective execution and delivery, and for any reason, cease to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or and effect or any action be declared null and void, or be revoked or terminated, or the validity or enforceability thereof or hereof shall be taken to discontinue contested by the Company, any Credit Party or to assert the invalidity or unenforceability any shareholder of the Loan GuarantyCompany or any Credit Party, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, Company or any Loan Guarantor Credit Party shall deny that it has any or further liability under or obligation thereunder or hereunder, as the Loan Guaranty to which it is a party, or shall give notice to such effectcase may be; (pi) Any Reportable Event, which the Lender determines in good faith to constitute grounds for the termination of any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted Plan by the terms Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer any Collateral DocumentPlan, shall have occurred, or any Collateral Document Plan shall fail be terminated within the meaning of Title IV of ERISA, or a trustee shall be appointed by the appropriate United States District Court to remain administer any Plan, or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, and in full force case of any event described in the preceding provisions of this subsection (i) the Lender determines in good faith that the aggregate amount of the liability of the Company and its Subsidiaries to the Pension Benefit Guaranty Corporation under ERISA shall exceed $3,000,000 and such liability is not covered, for the benefit of the Company, by insurance; or effect the Company or any action Subsidiary shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist become a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account member of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)Multiemployer Plan; or (rj) any event Any Change of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to LenderControl shall occur.

Defaults. The following events (hereinafter called For purposes of this Agreement, “Events of Default”) shall constitute “Events of Default” under this Agreement: (a) means the Borrower shall fail to pay any principal occurrence of any Loan or of the following events: (i) non-payment when due of any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest amount payable on any Loan of the Obligations; (ii) breach of any covenant or failure to perform any fee agreement or failure to meet any of any Borrower’s or any other amount (Obligor’s obligations contained herein, in any other than an amount referred to Loan Document or in Section 10.1(a)) payable under this Agreement, when and as any other agreement out of which any of the same shall become due and payable, Obligations arose and such breach or failure shall continue unremedied continues without being cured for a period of three (3) Business Days; Days after the occurrence thereof (cunless such covenant or obligation expressly sets forth a specific cure period, or unless such covenant or obligation is otherwise specifically listed as a “Default” under this Section 13(a), or unless such covenant or obligation is contained in Sections 6 [Financial Covenants], 7 [Collateral Covenants], 8 [Other Covenants], 9 [Reporting and Information], or 10 [Inspection Rights; Expenses, Etc.] of this Agreement, or otherwise adversely impacts any Collateral, the value of any Collateral, the perfection of Agent’s security interest in any Collateral, or the prospects of Borrowers’ payment of the Obligations or Agent’s ability to realize on any Collateral, in which case such 3 Business Day cure period shall not apply and a Default shall occur upon such breach or failure); (iii) non-payment when due of the premium on any insurance policy required to be maintained hereunder; (iv) any representation statement, representation, or warranty made or deemed made by or on behalf of in writing in this Agreement, any Loan Party or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial other writing or statement at any time furnished or other document made or deemed furnished pursuant to or in connection with this Agreement made by any Borrower or any Loan Document other Obligor to Agent or any amendment or modification thereof or waiver thereunder, shall prove Lender proves to have been materially incorrect when untrue in any material respect as of the date furnished or made or deemed furnished or made; provided(v) any Borrower’s default under the Term Loan Agreement (and the expiration of any applicable cure period thereunder), howeveror any one or more other agreements involving, if any Event of Default under this Section 10.1(c) occurs in the aggregate, more than the amount set forth on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware Item 28 of the facts forming the basis Schedule; (vi) suspension of the Event operation of Defaultany Borrower’s present business, except to the extent (A) arising from a merger permitted by Section 8(a), or (iiB) that a Permitted Disposition constitutes a partial suspension of the date notice operation of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; any Borrower’s present business; (dvii) any Loan Party shall fail to observe Obligor becomes insolvent or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally unable to pay its debts as they become due; mature, or admits in writing that it is insolvent or unable to pay its debts, makes an assignment for the benefit of creditors, makes a conveyance fraudulent as to creditors under any state or federal law, a proceeding is instituted by or against any Obligor alleging that such Obligor is insolvent or unable to pay debts as they mature, a petition under any provision of Title 11 of the United States Code, as amended, is filed by any Obligor, or a petition under any provision of Title 11 of the United States Code, as amended, is filed against any Obligor and such petition filed against an Obligor is not dismissed within 60 days of the date of the filing thereof; (kviii) entry of any one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan PartyObligor that in the aggregate exceed the amount set forth on Item 29 of the Schedule, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach creation, assertion, or levy upon any assets with an aggregate market value in excess of $200,000 filing of any Loan Party judgment or to enforce tax Lien against the property of any Obligor, which in the case of any such judgment remains undischarged for 10 days after such entry or filing; (ix) the occurrence of a Specified Customer Default; (x) transfer of a substantial part (determined by market value) of the property of any Loan Party shall fail within 30 days Obligor; (xi) the occurrence of a Change of Control; (xii) termination, unenforceability or withdrawal of any guaranty, validity guaranty or support agreement for the Obligations, or failure of any Obligor to discharge one perform any of its obligations under such guaranty, validity guaranty or more non-monetary judgments support agreement, or orders whichassertion by any Obligor that it has no liability or obligation under such a guaranty or validity guaranty; (xiii) appointment of a receiver for the Collateral or for any other property in which a Borrower has an interest; (xiv) seizure of any Collateral by any Person other than Agent; (xv) the occurrence of any act, individually omission, event or in the aggregate, circumstance which has or could reasonably be expected to have a Material Adverse Effect, which judgments materially adverse effect on any Borrower or orders, any other Obligor; (xvi) payment by any Borrower on any Subordinated Debt in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion violation of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; applicable subordination agreement; or (m) a Change in Control shall occur; (nxvii) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) Pension Benefit Guaranty Corporation or the breach Department of Labor commences proceedings under ERISA to terminate any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to LenderBorrowers’ employee pension benefit plans.

Defaults. The If any of the following events (hereinafter called “Events of Default”"Defaults") shall constitute “Events of Default” under this Agreementoccur: (aA) the Any Borrower shall fail fails to pay any principal of any Loan its Liabilities when such Liabilities are due or any Reimbursement Obligation when and as the same shall become are declared due and payable(whether by scheduled maturity, whether at the due date thereof or at a date fixed for prepayment thereof required prepayment, acceleration, demand or otherwise); (bB) Any Borrower (i) fails or neglects to perform, keep or observe any of its covenants, conditions or agreements contained in any of the Borrower shall fail to pay any interest on any Loan subsections of this Agreement or any fee or any of the other amount Financing Agreements other than the provisions in Subsection 3.1 of this Agreement which require such Borrower to deliver a Monthly Report by a particular date, Subsections 7.1 (other than an amount referred to in Section 10.1(aSubsections 7.1(E) or (G)) payable under ), 7.3 or 7.4 of this Agreement, (ii) fails or neglects to deliver a Monthly Report when and as the same shall become due and payable, required pursuant to Subsection 3.1 of this Agreement and such failure shall continue unremedied for a period of three two consecutive Business Days, (iii) fails or neglects to perform, keep or observe any covenants, conditions or agreements contained in Subsection 7.1 (other than Subsections 7.1(E) or 7.1(G)) of this Agreement and such failure shall continue for five consecutive Business Days or (iv) fails or neglects to perform, keep or observe any of the covenants, conditions or agreements contained in Subsections 7.3 or 7.4 of this Agreement and such failure shall continue for thirty (30) consecutive days, provided that such 30-day grace period shall not apply and a Default shall be deemed to have occurred promptly upon such breach if (x) such breach cannot, in Agent's reasonable determination, be cured by such Borrower during such period, or (y) such breach shall be deemed by Agent (in its reasonable discretion) to have a material adverse effect on the Collateral (or Agent's or the Lenders' interest or rights therein or with respect thereto), the Current Asset Base of any Borrower or the other rights of Agent or the Lenders under this Agreement or any other Financing Agreement; (cC) any warranty or representation now or warranty hereafter made by any Borrower or deemed made any Subsidiary of a Borrower is untrue or incorrect in any material respect when made, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by or on behalf of such Borrower or such Subsidiary to any Loan Party of Agent, the Issuing Bank and the Lenders is untrue or incorrect in any material respect, on the date as of which the facts set forth therein are stated or certified or any Subsidiary of the foregoing omits to state a fact necessary to make the statements therein contained not misleading in any material respect; (D) a final judgment or final order requiring payment in excess of $1,000,000 with respect to Rail, or $250,000 with respect to Deco, shall be rendered against such Borrower and such judgment or order shall remain unsatisfied or undischarged and in effect for forty (40) consecutive days without a stay of enforcement or execution, provided that this Subsection 9.1(D) shall not apply to any judgment for which such Borrower is fully insured (except for normal deductibles in connection therewith) and with this Agreement respect to which the insurer has assumed the defense and is not defending under reservation of right and with respect to which Agent reasonably believes the insurer will pay the full amount thereof (except for normal deductibles in connection therewith); (E) a notice of Lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the assets of any Borrower by the United States, or any Loan Document department, agency or instrumentality thereof, or by any state, county, municipality or other governmental agency or any amendment taxes or modification thereof debts owing at any time or waiver thereundertimes hereafter to any one or more of them become a Lien upon all or a substantial part of the Collateral or the assets of such Borrower, and such Lien, levy or assessment is not discharged or released within thirty (30) days of the notice or attachment thereof, provided that this Subsection 9.1(E) shall not apply to Liens, levies or assessments which relate to current taxes not yet due and payable or Permitted Liens; (F) there shall occur any loss, theft, substantial damage or destruction of any item or items of any Borrower's assets for which such Borrower is not fully insured (a "Loss"), if the amount of such Loss not fully covered by insurance (including any deductible in connection therewith), together with the amount of all other Losses incurred by all Borrowers not fully covered by insurance (including any deductibles in connection therewith) occurring in the same Fiscal Year, exceeds $1,000,000; (G) all or any part of any Borrower's assets is attached, seized, subjected to a writ or distress warrant, or in is levied upon, or comes within the possession of any reportreceiver, certificatetrustee, financial statement custodian or assignee for the benefit of creditors and on or before the forty-fifth (45th) day thereafter such assets are not returned to such Borrower and/or such writ, distress warrant or levy is not dismissed, stayed or lifted if the amount of such Collateral or assets, together with any other document furnished pursuant such Collateral and assets that is so attached, seized, subjected to writ or in connection with this Agreement distress warrant or levied upon, exceeds $1,000,000 at any Loan Document time; (H) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or any amendment receivership law or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of statute is filed (i) the date the against any Borrower becomes aware and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of the facts forming the basis of the Event of Defaultforty-five (45) days, or (ii) the date notice of such Event of Default shall have been made to the by any Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) Borrower makes an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any Borrower takes any corporate action for the purpose of effecting to authorize any of the foregoing; (jI) a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed (i) against any Subsidiary of any Borrower and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of forty-five (45) days, or (ii) any Loan Party Subsidiary of any Borrower makes an assignment for the benefit of creditors or any such Subsidiary takes any action to authorize any of the foregoing; (J) Any Borrower or any Subsidiary of a Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated (except for a liquidation or dissolution of a Subsidiary permitted by Subsection 7.3 hereof); (K) Any Borrower or any Loan Party shall become unable, admit in writing its inability Subsidiary of a Borrower becomes insolvent or fail fails generally to pay its debts as they become due; (kL) one Any Borrower is enjoined, restrained, or more judgments for in any way prevented by the payment order of money in any court or any administrative or regulatory agency from conducting all or any material part of its business affairs; (M) a breach by any Borrower shall occur under any material agreement, document or instrument (other than an aggregate amount agreement, document or instrument evidencing the lending of money), whether heretofore, now or hereafter existing between such Borrower and any other Person, and such breach involves an exposure to such Borrower, or could give rise to liability of such Borrower, in excess of $500,000 shall be rendered against any Loan Party1,000,000 with respect to Rail, or $250,000 with respect to Deco, and the same continues unwaived for more than forty-five (45) days after such breach first occurs; (N) as to more than $500,000 individually, or $1,500,000 in the aggregate for all Borrowers in indebtedness at any one time, (i) any Borrower shall remain undischarged fail to make any payment due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any obligation for borrowed money (including, without limitation, Subordinated Debt) other than the Liabilities and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; (ii) any other default under any agreement or instrument relating to any such indebtedness (including, without limitation, Subordinated Debt), or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness; or (iii) any such indebtedness (including, without limitation, Subordinated Debt) shall be declared to be due and payable or required to be prepaid (other than, with respect to indebtedness other than the Subordinated Debt, by a regularly scheduled required prepayment) prior to the stated maturity thereof; (O) a material and adverse change shall occur (i) in the present or reasonably foreseeable prospective operations or financial condition of Rail or in the value of any material portion of the Collateral, or (ii) which materially impairs the ability of Rail to perform its obligations under this Agreement and the other Financing Agreements, in each case as determined by Agent; (P) the plan administrator of any Benefit Plan applies under Section 412(d) of the Internal Revenue Code for a period waiver of 30 consecutive days during which execution shall not be effectively stayed the minimum funding standards of Section 412(a) of the Internal Revenue Code and Agent in good faith believes that the approval of such waiver could subject any Borrower, any of its Subsidiaries or any action shall be legally taken by a judgment creditor an ERISA Affiliate of such Borrower to attach or levy upon any assets with an aggregate market value liability in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have 1,000,000; (Q) a Material Adverse Effect, Termination Event occurs which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested Agent in good faith by proper proceedings diligently pursuedbelieves could individually, or together with any other Termination Events subject any Borrower, any of its Subsidiaries or an ERISA Affiliate of such Borrower to liability in excess of $1,000,000; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (mR) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (oS) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor guarantor shall fail to comply with the terms of, or otherwise fail to perform any of the terms or provisions its obligations under, any guaranty of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, Liabilities or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, security or similar agreement relating thereto or shall give notice take any action to disaffirm any of its obligations under any such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, guaranty or agreement or any Collateral Document such guaranty or agreement shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases cease to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge of effect without the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any prior written consent of the Loan Documents has ceased to be or otherwise is not valid, binding Agent and enforceable in accordance with its terms)the Lenders; or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.

Defaults. The Debtor shall be in default under this Agreement and each of the other Debt Documents if any of the following events occurs (hereinafter called each, an “Events Event of Default”) shall constitute “Events of Default” under this Agreement: (a) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;): (i) Debtor breaches its obligation to pay when due any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization installment or other relief amount due or coming due under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, of the Debt Documents within five (5) days after such payment is due; (ii) Debtor, without the prior written consent of Secured Party, attempts to the institution ofor does sell, rent, lease, mortgage, grant a security interest in, or fail to contest in a timely otherwise transfer or encumber, or allow Liens (except for Permitted Liens and appropriate mannerPermitted Transfers) upon, any proceeding or petition described in Section 10.1(h), of the Collateral; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of Debtor breaches any Loan Party or for a substantial part of its assetsrepresentations, warranties or covenants under Sections 3(a) or 3(e); (iv) file an answer admitting Debtor breaches any of its representations, warranties or covenants under Sections 2(h), 2(m), 2(o), or 2(q) and fails to cure that breach within fifteen (15) days of the material allegations occurrence of a petition filed against it in any such proceeding, default; (v) make Debtor breaches any of its obligations under Sections 4; (vi) Debtor breaches any of its insurance obligations under Section 5 and fails to cure that breach within fifteen (15) days of the occurrence of such default; (vii) Debtor breaches any of its other non-payment obligations under any of the Debt Documents and fails to cure that breach within thirty (30) days of the occurrence of such default; (viii) Any warranty, representation or statement made by Debtor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall be false or misleading in any material respect as of the date when made. Any of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any legal or administrative proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of the Collateral to a general material risk of attachment, execution, levy, seizure or confiscation and no bond is posted or protective order obtained to negate such risk; (ix) Debtor breaches or is in default under any other agreement between Debtor and Secured Party and such breach or default is not waived by Secured Party or cured by Debtor within any applicable cure period; (x) Debtor, or any guarantor or other obligor for any of the Indebtedness (collectively “Guarantor”) dissolves, terminates its existence, becomes insolvent or ceases to do business as a going concern, or if a natural person, dies or becomes incompetent; (xi) A receiver is appointed for all or of any part of the property of Debtor or any Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoingcreditors; (jxii) any Loan Party Debtor or any Subsidiary of Guarantor files a petition under any Loan Party shall become unablebankruptcy, admit in writing its inability insolvency or fail generally to pay its debts as they become duesimilar law, or any such petition is filed against Debtor or any Guarantor and is not dismissed within sixty (60) days; (kxiii) one Debtor’s improper filing of an amendment or termination statement relating to a filed financing statement describing the Collateral; (xiv) Debtor shall merge with or consolidate into any other entity or sell all or substantially all of its assets or in any manner terminate its existence; (xv) If Debtor is a privately held corporation, more than 50% of Debtor’s voting capital stock, or effective control of Debtor’s voting capital stock, issued and outstanding from time to time, is not retained by the holders of such stock on the date the Agreement is executed; (xvi) If Debtor is a publicly held corporation, there shall be a change in the ownership of Debtor’s stock such that Debtor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933; (xvii) Debtor defaults, after giving effect to any grace or cure periods, under any other material financing arrangement between Debtor and a third party resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any indebtedness thereunder in an amount in excess of One Hundred Fifty Thousand Dollars ($150,000); (xviii) If a judgment or judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders whichamount, individually or in the aggregate, could reasonably of at least One Hundred Fifty Thousand Dollars ($150,000) shall be expected to have rendered against Debtor and shall remain unsatisfied and unstayed for a Material Adverse Effect, which judgments period of ten (10) days or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursuedmore; (lxix) an ERISA Event any Lien in favor of Secured Parties created hereunder shall at any time fail to constitute a valid and perfected Lien on all the Collateral purported to be covered thereby, subject to no prior or equal Lien except Permitted Liens, or Debtor shall contest the validity, perfection or enforceability of any such Lien; or (xx) Secured Party shall have determined in its sole and good faith judgment that there has been a material adverse change in the financial condition, business, operations, prospects, technology, or business or contractual relations with third parties of Debtor from the date hereof, or a change or event shall have occurred that, in which would impair the opinion ability of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected Debtor to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) perform its obligations hereunder or the breach of under any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty financing agreements to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Secured Party to Lenderenforce the Indebtedness or realize upon the Collateral.

Defaults. The occurrence of any of the following events (hereinafter called “Events of Default”) shall constitute “Events an Event of Default” under this AgreementDefault hereunder: (a) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made by the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or deemed made by the Depositor hereunder or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderunder the Transaction Documents, or in any report, certificate, financial statement certificate furnished hereunder or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderunder the Transaction Documents, shall prove to have been materially incorrect when made be untrue or deemed made; provided, however, if incomplete in any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of material respect; (i) the date Issuer, the Borrower becomes aware of Master Servicer, the facts forming Eligible Lender Trustee, the basis of Seller or the Event of DefaultDepositor shall fail to pay when due any amount payable by the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor hereunder or (ii) a legislative body has enacted any law that declares or a court of competent jurisdiction shall find or rule that any Transaction Document is not valid and binding on the date notice Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor; (c) the occurrence and continuance of such an "Event of Default shall have been made to Default" under the Borrower by the LenderIndenture, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct;as defined therein. (d) any Loan Party shall fail failure on the part of the Issuer, the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or the Depositor duly to observe or perform in any covenantmaterial respect any other of the covenants or agreements on the part of the Issuer, condition the Master Servicer, the Eligible Lender Trustee, the Indenture Trustee, the Seller, the Administrator or agreement the Depositor contained in Section 6.6(a), Section 6.7(a) (this Insurance Agreement or in any other Transaction Document which continues unremedied for a period of 30 days with respect to this Insurance Agreement, or, with respect to any other Transaction Document, beyond any cure period provided for therein, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor, as applicable, by the Insurer (with a Loan Party’s existencecopy to the Eligible Lender Trustee and the Indenture Trustee) or 6.11, by the Eligible Lender Trustee or in Article 7the Indenture Trustee (with a copy to the Insurer); (e) decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any Loan Party present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall fail to observe have been entered against the Issuer, the Master Servicer, the Seller, the Administrator or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), the Depositor and such failure decree or order shall continue unremedied have remained in force undischarged or unstayed for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement90 consecutive days; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of noticeIssuer, the lapse of time Master Servicer, the Seller, the Administrator or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) Depositor shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or receiver or liquidator or other similar official for such Loan Party in any insolvency, readjustment of debt, marshalling of assets and liabilities or Subsidiary similar proceedings of any Loan Party or for a substantial part relating to the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor or of or relating to all or substantially all of the property of either; (g) the Issuer, the Master Servicer, the Seller, the Administrator or the Depositor shall admit in writing its assetsinability to pay its debts generally as they become due, (iv) file an answer admitting the material allegations of a petition filed against it in to take advantage of or otherwise voluntarily commence a case or proceeding under any such proceedingapplicable bankruptcy, (v) insolvency, reorganization or other similar statute, make a general an assignment for the benefit of its creditors or (vi) take any action for the purpose voluntarily suspend payment of effecting any of the foregoingits obligations; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (nh) the occurrence and continuance of any “default”, a "Master Servicer Default" or an "Administrator Default" under the Sale and Servicing Agreement as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)herein; or (ri) any event the failure of default occurs the Seller to comply with, or maintain the accuracy of, the Opinion Facts and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to LenderAssumptions.

Defaults. The occurrence of any one or more of the following events (hereinafter called “Events of Default”) shall constitute “Events of a Default” under this Agreement: (a) the 7.1 The Borrower shall fail to pay default in the payment when due (whether at stated maturity or upon mandatory or optional prepayment) of any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or Loan, any fee or any other amount payable by it hereunder or under any other Loan Document to which it is a party; or 7.2 Any representation, warranty or certification made or deemed made herein or in any other Loan Document to which the Borrower or the Parent is a party (other than an amount referred or in any modification or supplement hereto or thereto) by the Borrower or the Parent, or any certificate furnished to any Lender or the Agent pursuant to the provisions hereof or thereof, shall prove to have been false or misleading as of the time made or furnished in Section 10.1(a)) payable any material respect; or 7.3 The Borrower shall default in the performance of any of its obligations under this any of Sections 6.4, 6.5 or 6.6 hereof; the Borrower or the Parent shall default in the performance of any of its obligations under the Company Pledge Agreement or the Parent Pledge Agreement, when and as the same case may be; or the Borrower or the Parent shall become due and payable, default in the performance of any of its other obligations in this Agreement or any other Loan Document to which it is a party and such failure default shall continue unremedied for a period of three Business Days; (c) any representation 30 or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 more days after the earlier occurrence of such breach default; or 7.4 The Borrower or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7Parent shall admit in writing its inability to, or 6.9 of this Agreement or (ii) 15 days after the earlier of be generally unable to, pay its debts as such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to debts become due; or 7.5 The Borrower or the Parent shall (a) apply for or consent to the appointment of, or to require the prepaymenttaking of possession by, repurchasea receiver, redemption custodian, trustee, examiner or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result liquidator of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, itself or of all or a substantial part of its assetsProperty, (b) make a general assignment for the benefit of its creditors, (c) commence a voluntary case under the Bankruptcy Code, (d) file a petition seeking to take advantage of any Federal, state or foreign other law relating to bankruptcy, insolvency, receivership reorganization, liquidation, dissolution, arrangement or similar law now winding-up, or hereafter composition or readjustment of debts, (e) fail to controvert in effect a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or (iif) take any corporate action for the purpose of effecting any of the foregoing; or 7.6 A proceeding or case shall be commenced, without the application or consent of the Borrower or the Parent, in any court of competent jurisdiction, seeking (a) its reorganization, liquidation, dissolution, arrangement or winding-up, or the composition or readjustment of its debts, (b) the appointment of a receiver, custodian, trustee, custodianexaminer, sequestrator, conservator liquidator or similar official for any Loan Party the like of the Borrower or the Parent or of all or any Subsidiary of any Loan Party or for a substantial part of its assetsrespective Property or (c) similar relief in respect of the Borrower or the Parent under any law relating to bankruptcy, andinsolvency, in any such casereorganization, winding-up, or composition or adjustment of debts, and such proceeding or petition case shall continue undismissed for 60 days undismissed, or an order order, judgment or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter entered and continue unstayed and in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed 60 or any action more days, or an order for relief against the Borrower shall be legally taken by a judgment creditor to attach or levy upon any assets with entered in an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in involuntary case under the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;Bankruptcy Code; or (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty 7.7 The Parent shall fail to remain in full force own and control, beneficially (free and clear of all Liens other than Liens created pursuant to the Basic Documents), 100% of the capital stock issued by the Borrower (irrespective of whether or effect not at the time securities or other ownership interests issued by the Borrower or any action shall be taken to discontinue other class or to assert the invalidity or unenforceability classes might have voting power by reason of the Loan Guaranty, or happening of any Loan Guarantor contingency); or 7.8 The Liens created by the Pledge Agreements shall fail to comply with at any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a time not constitute valid and perfected first priority security interest in any Collateral appropriately described therein and purported Liens on the collateral intended to be covered therebythereby (to the extent perfection by filing, after any applicable cure period as set forth registration, recordation or possession is required herein or therein) in Section 10.1(c)favor of the Agent, free and clear of all other Liens, or, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable expiration in accordance with its terms), either Pledge Agreement shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by the Borrower or the Parent; or (r) any event of default occurs 7.9 A Put Event under, and is continuing beyond any applicable grace and cure periods with respect to any obligationas defined in, that is not pursuant to the Loan Documents, of any Loan Party to LenderPut Agreement.

Defaults. The Any of the following events (hereinafter called “Events of Default”) shall constitute “Events of Default” a default under this Agreement: (a) the Borrower shall fail to pay pay, within 5 days of when due, any principal of any Loan amount due under the Note or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwiseother amount payable to City under this Agreement; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition covenant or agreement contained in this Agreement or associated loan documents such as the Promissory Note and Security agreements, for 10 days after written notice thereof has been given to Borrower by City; (c) Borrower uses the Loan Proceeds for purposes other than those stated in this Agreement; (d) ▇▇▇▇▇▇▇▇ has not met the Deadline described in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7;2.3.5 of this Agreement. (e) Any representation, warranty, certificate or statement made by Borrower in this Agreement, including any Loan Party Exhibits hereto, or in any certificate, report, financial statement or other document delivered pursuant to this Agreement or as part of the application to the City to enter into this Agreement shall prove to have been incorrect when made in any material respect; (f) A default shall occur with respect to any indebtedness of Borrower for borrowed money or with respect to any material agreement or instrument to which Borrower is a party; (g) Borrower shall fail to observe or perform any covenant, condition covenant or agreement contained in this Agreement (other than those which constitute any Security Document or a default shall occur under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such IndebtednessSecurity Document; (h) an involuntary Borrower shall commence a voluntary case or other proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in with respect of a Loan Party or any Subsidiary of any Loan Party to itself or its debts, or of a substantial part of its assets, debts under any Federal, state or foreign bankruptcy, insolvency, receivership insolvency or other similar law now or hereafter in effect or (ii) seeking the appointment of a trustee, receiver, trusteeliquidator, custodian, sequestrator, conservator custodian or other similar official for any Loan Party of it or any Subsidiary of any Loan Party or for a substantial part of its assetsproperty, and, in or shall consent to any such case, such proceeding relief or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in taking possession by any such proceedingofficial in an involuntary case or other proceeding commenced against it, (v) or shall make a general assignment for the benefit of creditors creditors, or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; (i) An involuntary case or other proceeding shall be commenced against Borrower seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceedings shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against Borrower under the federal bankruptcy laws as now or hereafter in effect; (j) There shall be entered against Borrower one or more judgments or decrees in excess of $10,000 in the aggregate at any time outstanding, excluding judgments or decrees which have been vacated, discharged, stayed or bonded pending appeal within 30 days from entry thereof and judgments to the extent covered by insurance; (k) one Borrower ceases the conduct of active trade or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or business in the aggregateCity for any reason, could reasonably be expected to have a Material Adverse Effectincluding, which judgments but not limited to, fire or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursuedother casualty; (l) an ERISA Event shall have occurred that, in Borrower moves from the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) Property or the breach of sells any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be items covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to LenderSecurity Agreement.

Defaults. The Each of the following events (hereinafter called “Events of Default”) Default which occur while any Liabilities remain outstanding and continues uncured for the applicable cure period contained herein shall constitute “Events of Default” a Default under this Agreement: (aA) the Borrower shall fail Failure to pay any principal interest in accordance with the terms of any this Agreement or the other Loan or any Reimbursement Obligation when and as Documents upon the same shall become date that such payment is due and payable, whether at the due date thereof or at a date fixed such default shall continue for prepayment thereof or otherwisefive (5) days after written notice to ▇▇▇▇▇▇; (bB) the Borrower shall fail Failure to pay any interest on any principal in accordance with the terms of this Agreement or the other Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as Documents upon the same shall become date that such payment is due and payable, and such failure default shall continue unremedied for a period of three Business Daysfive (5) days after written notice to ▇▇▇▇▇▇; (cC) any representation Default by Borrower in the due observance or warranty made or deemed made by or on behalf performance of any Loan Party non-monetary covenants, terms, provisions, agreements or any Subsidiary conditions hereinbefore or hereinafter contained in or in connection with this Agreement or any other Loan Document Document, required to be kept or any amendment performed or modification thereof or waiver thereunderobserved by Borrower, or which default continues for thirty (30) days after service of written notice thereof, provided that if in any reportLender’s reasonable judgment such breach cannot reasonably be cured within such 30-day period, certificatethe Borrower shall commence such cure and proceed to so cure in a diligent manner and to complete such cure within sixty (60) days after service of written notice thereof, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderprovided further that such grace period shall not apply, and a Default shall prove be deemed to have been materially incorrect when made or deemed made; provided, howeveroccurred promptly upon such breach, if any such breach may not, in Lender’s reasonable determination, be cured by Borrower during such thirty (30) day grace period; (D) an Event of Default under this Section 10.1(cany of the Loan Documents; (E) occurs any warranty or representation now or hereafter made by Borrower is untrue or incorrect in any material respect when made, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time by Borrower to Lender is untrue or incorrect in any material respect on account the date as of which the facts set forth therein are stated or certified or any of the foregoing omits to state a misrepresentation made fact necessary to make the statements therein contained not misleading in any material respect; (F) a judgment or order requiring payment in excess of $500,000.00 (except for judgments constituting liens and which are not a lien on the Negative Pledge Assets, which are being contested by Borrower in good faith under Section 4.19 hereof, the faith) shall be rendered against Borrower and such judgment or order shall have 30 remain unsatisfied or undischarged and in effect for ten (10) consecutive days from without a stay of enforcement or execution, provided that this subsection 9.1(F) shall not apply to any judgment for which Borrower is fully insured (except for normal deductibles in connection therewith) and with respect to which the earlier insurer has assumed the defense or is not defending under reservation of right and with respect to which Lender reasonably believes the insurer will pay the full amount thereof (except for normal deductibles in connection therewith); (G) a notice of lien, levy or assessment is filed or recorded with respect to the Negative Pledge Assets or all or a substantial part of the assets of Borrower by the United States, or any department, agency or instrumentality thereof, or by any state, county, municipality or other governmental agency, or any taxes or debts owing at any time or times hereafter to any one or more of them become a lien upon any part of Borrower’s Negative Pledge Assets; and (i) such lien, levy or assessment is not discharged or released or the date the Borrower becomes aware enforcement thereof is not stayed within thirty (30) days of the facts forming the basis of the Event of Defaultnotice or attachment thereof, or (ii) if the date notice of enforcement thereof is stayed, such Event of Default stay shall have been made cease to the Borrower by the Lenderbe in effect, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(gsubsection 9.1(G) shall not apply to secured Indebtedness that becomes any liens, levies or assessments which relate to current taxes not yet due as a result of the voluntary sale or transfer of the property or assets securing such Indebtednessand payable; (hH) an involuntary proceeding there shall be commenced occur any loss, theft, substantial damage or an involuntary petition shall be filed seeking destruction of any item or items of Borrower’s Negative Pledge Assets owned by Borrower for which Borrower is not fully insured as required by this Agreement or the other Loan Documents (ia “Loss”), if the amount of such Loss not fully covered by insurance (excluding any reasonable deductible amount in connection therewith), together with the amount of all other Losses not fully covered by insurance (excluding any deductibles in connection therewith) liquidationoccurring in the same Fiscal Year, reorganization or other relief in respect of a Loan Party exceeds $500,000.00; (I) all or any Subsidiary part of Borrower’s Negative Pledge Assets are attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodiancustodian or assignee for the benefit of creditors and on or before the thirtieth (30th) day thereafter such assets are not returned to Borrower, sequestratorand/or such writ, conservator distress warrant or similar official for any Loan Party levy is not dismissed, stayed or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be enteredlifted; (i1) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any a proceeding or file any petition seeking liquidation, reorganization or other relief under any Federalbankruptcy, state or foreign bankruptcyreorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or similar law now statute is filed (a) against Borrower and an adjudication or hereafter in effect, (ii) consent to the institution ofappointment is made or order for relief is entered, or fail to contest in a timely and appropriate manner, any such proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or remains undismissed for a substantial part period in excess of its assets, sixty (iv60) file days; or (b) by Borrower; or (2) Borrower (x) makes an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors creditors; or (viy) take or Borrower takes any corporate action for the purpose of effecting to authorize any of the foregoing; (jK) any Loan Party ▇▇▇▇▇▇ voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated or any Subsidiary of any Loan Party shall become unableother Borrower voluntarily or involuntarily dissolves or is dissolved, admit in writing its inability terminates or fail is terminated without prior written notice to Lender; (L) Borrower, on a consolidated basis, becomes insolvent or fails generally to pay its debts as they become due; (kM) one Borrower is enjoined, restrained, or more judgments in any way prevented by the order of any court or any administrative or regulatory agency from conducting all or any material part of its business affairs on a consolidated basis, for the payment of money in an aggregate amount a period in excess of $500,000 twenty-one (21) Business Days; (N) a breach by Borrower shall occur under any material agreement, document or instrument (other than an agreement, document or instrument evidencing the lending of money), whether heretofore, now or hereafter existing between Borrower and any other Person, and such breach, continues unwaived for more than thirty (30) days after such breach first occurs, provided that if in Lender’s reasonable judgment such breach cannot reasonably be cured within such 30-day period, the Borrower shall commence such cure and proceed to so cure in a diligent manner and to complete such cure within sixty (60) days after service of written notice thereof, provided further that such grace period shall not apply, and a Default shall be rendered against deemed to have occurred promptly upon such breach, if such breach may not, in Lender’s reasonable determination, be cured by Borrower during such thirty (30) day grace period; (O) as to more than $500,000.00 in indebtedness in the aggregate at any Loan Partytime (i) Borrower shall fail to make any payment due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any other obligation for borrowed money and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; (ii) any other default under any agreement or instrument relating to any such indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such indebtedness; or (iii) any such indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; (P) a material and adverse change shall occur (i) in the present or reasonably foreseeable prospective operations or financial condition of Borrower or in the value of any material portion of the Negative Pledge Assets, or (ii) which materially impairs the ability of Borrower to perform Borrower’s obligations under this Agreement and the same shall remain undischarged other Loan Documents, in each case as determined by Lender in its sole Good Faith discretion; (Q) the plan administrator of any Pension Plan applies under Section 412(d) of the Internal Revenue Code for a period waiver of 30 consecutive days during which execution shall not be effectively stayed the minimum funding standards of Section 412(a) of the Internal Revenue Code and Lender in good faith believes that the approval of such waiver could subject Borrower or any action shall be legally taken by a judgment creditor an ERISA Affiliate of Borrower to attach or levy upon any assets with an aggregate market value liability in excess of Five Hundred Thousand Dollars ($200,000 500,000.00). (R) an accumulated funding deficiency (as defined in Section 203 of ERISA and Section 412 of the Code) exists with respect to any Pension Plan as of the last day of any Loan Party or to enforce plan year; (S) as of the last day of any plan year, the present value of the benefits under any Pension Plan, as determined by such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders whichPlan’s independent actuaries, individually or in exceeds the aggregatevalue as of such date, could reasonably be expected to have as determined by such actuaries, of all assets of such Plan by Five Hundred Thousand Dollars ($500,000.00); (T) the aggregate present value of the benefits under all Pension Plans that do not satisfy clause (S) above, as of the end of each Plan’s plan year, as determined by such Plans’ independent actuaries, exceeds the aggregate value as of such date, as determined by such actuaries of all assets of all such Pension Plans by Five Hundred Thousand Dollars ($500,000.00); (U) a Material Adverse Effect, Termination Event occurs which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested Lender in good faith by proper proceedings diligently pursuedbelieves could individually, or together with any other Termination Event subject either Borrower or an ERISA Affiliate of Borrower to liability in excess of Five Hundred Thousand Dollars ($500,000.00); or (V) except as otherwise specifically permitted herein, any sale, conveyance, assignment or other transfer of, or grant of a security interest, pledge or negative pledge in, all or any part of the title to the Negative Pledge Assets other than to Lender; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (mW) a Change in Control without the written consent of Lender provided, however, that a Change in Control shall occur; be permitted if written notice of the intended sale, conveyance, assignment or other transfer of or grant of security interest in one or more shares of the capital stock of ▇▇▇▇▇▇ that causes the Change in Control is given to Lender and if such sale, conveyance, assignment or transfer is to (ni) a member of the Immediate Family of the assigning Shareholder, or (ii) a trust, partnership or other entity for the benefit of the assigning Shareholder or his Immediate Family, including but not limited to Port Investment LLP, a Delaware Limited Liability Partnership. (In the event of a permitted transfer of capital stock in ▇▇▇▇▇▇ hereunder Lender shall be provided written notice thereof at least five (5) Business Days prior to such transfer.) Upon the occurrence of any “default”of the foregoing Defaults, as defined Lender may, without notice to Borrower (i) terminate Lender’s obligation to make advances to Borrower and/or (ii) deem all of the Liabilities immediately due and payable, except that if an Event of Default described in any Loan Document (other than this Agreementsubsection 9.1(I) hereof shall exist or occur, all of the breach Liabilities shall automatically, without notice of any of the terms or provisions of any Loan Document (other than this Agreement)kind, which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party immediately due and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderpayable.

Defaults. The following events (hereinafter called “Events With respect to any Default or Event of Default, the words “exists”) , “is continuing” or similar expressions with respect thereto shall constitute “Events mean that the Default or Event of Default” under this Agreement: (a) Default has occurred and has not yet been cured or waived. If, prior to the Borrower shall fail to pay any principal taking of any Loan action under Section 11.12 (or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period occurrence of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) 11.5), any Default or Event of Default occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of due to (ia) the date the Borrower becomes aware of the facts forming the basis of the Event of Defaultfailure by any Credit Party to take any action by a specified time, such Default or (ii) the date notice of such Event of Default shall be deemed to have been made to cured at the Borrower by time, if any, that the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan applicable Credit Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and takes such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement action or (iib) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions taking of any other Section of this Agreement; (f) action by any Loan Credit Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure that is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as then permitted by the terms of this Agreement or any Collateral other Credit Document, such Default or Event of Default shall be deemed to be cured on the earlier to occur of (x) the date on which such action would be permitted at such time to be taken under this Agreement and the other Credit Documents pursuant to an applicable amendment or waiver permitting such action and (y) the date on which such action is unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement and the other Credit Documents; provided that, subject in all respects to subsection (iv) of this Section 1.18, an Event of Default resulting from the failure to deliver a notice pursuant to Section 9.1(e)(i) shall cease to exist and be cured in all respects if the Default or Event of Default giving rise to such notice requirement shall have ceased to exist and/or be cured. Notwithstanding anything to the contrary in this Section 1.18, an Event of Default (the “Initial Default”) may not be cured pursuant to this Section 1.18: (i) if the taking of any action by any Credit Party or Restricted Subsidiary of a Credit Party that is not permitted during, and as a result of, the continuance of such Initial Default directly results in the cure of such Initial Default and the applicable Credit Party or Restricted Subsidiary had actual knowledge at the time of taking any such action that the Initial Default had occurred and was continuing, (ii) in the case of an Event of Default under Section 11.7, 11.8 or 11.9 that directly results in material impairment of the rights and remedies of the Lenders, Collateral Agent and Administrative Agent under the Credit Documents and that is incapable of being cured, (iii) in the case of an Event of Default under Section 11.3 arising due to the failure to perform or observe Section 9.3 that directly results in a material adverse effect on the ability of the Borrower and the other Credit Parties (taken as a whole) to perform their respective payment obligations under any Credit Document to which the Borrower or any Collateral Document shall fail of the other Credit Parties is a party, (iv) in the case of an Initial Default for which (A) the Borrower failed to remain give notice to the Agent and the Lenders of such Initial Default in full force or effect or any action shall be taken accordance with Section 9.1(e)(i) of this Agreement and (B) the Borrower had actual knowledge of such failure to discontinue or to assert give such notice, or (v) if the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have Initial Default had a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.

Defaults. The following events In the event that either Party (hereinafter called the “Events of DefaultDefaulting Party”) fails to pay any amounts relating to its Participating Interest Share of Development Costs when due (provided that Atlas shall constitute “Events of Default” not be a Defaulting Party or otherwise be in default under this AgreementAgreement or any Associated Agreement as a consequence of its failure to fund any portion of Qualified Costs with respect to which it has elected to apply any of the Drilling Carry Obligation in accordance with Section 3.1), and such default remains uncured more than 30 days after written notice of such default from the other Party (the “Non-Defaulting Party”) to such Defaulting Party, then, in addition to the remedies available to the Non-Defaulting Party under the Applicable Operating Agreements and those remedies that occur automatically pursuant to Section 10.1(b), the Non-Defaulting Party shall be entitled to exercise, in the sole discretion of the Non-Defaulting Party, any one or more of the following remedies, during the period of time that the Defaulting Party is in default: (a) the Borrower Non-Defaulting Party, in its capacity as Development Operator, shall fail be entitled to offset any amounts that the Defaulting Party failed to pay and any principal of any Loan losses, damages or expenses incurred by the Non-Defaulting Party or any Reimbursement Obligation when of its Affiliates resulting or arising from such failure to pay, against any distributions or entitlements otherwise payable or allocable (including with respect to Oil and Gas (as defined in the same shall become due JOA)) to, or funds held for the benefit of, the Defaulting Party or its Affiliates under this Agreement and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwiseany Associated Agreement; (b) the Borrower shall fail Defaulting Party will: (i) automatically lose the right to pay make or elect to participate in any interest on any Loan proposal under this Agreement or any fee Applicable Operating Agreement, including under Section 5.2 and 5.3; (ii) automatically lose the right to approve or disapprove any matter with respect to which approval is expressly required under the terms of this Agreement or any other amount Applicable Operating Agreement (other than an amount referred excluding any amendment or waiver of the terms of any such agreement); (iii) subject to the proviso set forth in Section 10.1(a3.5(c)) payable , automatically lose the right to access any data or information relating to any operation conducted under this Agreement or any Applicable Operating Agreement (except to the extent that the Defaulting Party has not been removed as a Development Operator, in which case the Defaulting Party shall be entitled to such data and information only as may be necessary to perform its responsibilities in such capacity); (iv) automatically be deemed to be replaced as Development Operator, as applicable, by the Non-Defaulting Party; (v) automatically be deemed to be a Non-Consenting Party (as defined in such Applicable Operating Agreement, when and as ) for any well to be subsequently drilled under any of the same shall become due and payable, and such failure shall continue unremedied for a Applicable Operating Agreements during the period of three Business Daysdefault; (vi) automatically lose the right to exercise any of its rights pursuant to Articles V or VI; (vii) automatically lose the right to exercise the right to withhold consent under any provision of Article VII; or (viii) when Reliance is the Defaulting Party, automatically lose the right to exercise any right pursuant to Article VIII; (c) any representation or warranty made or deemed made by or on behalf the Non-Defaulting Party shall be entitled to seek specific performance of any Loan Party or any Subsidiary in or in connection with of the Defaulting Party’s obligations under this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or Associated Agreement; or (d) the Non-Defaulting Party shall be entitled to recover from the Defaulting Party all reasonable attorneys’ fees and other reasonable costs sustained in any report, certificate, financial statement or other document furnished pursuant to or in connection with the collection of amounts owed by the Defaulting Party under this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Associated Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.

Defaults. The If any of the following events (hereinafter called each individually, a “Events of Default”) shall constitute “Events of Default” under this Agreementoccur and be continuing: (a) the Borrower (i) shall fail to pay any principal of any Loan Advance or any Reimbursement Obligation reimbursement obligation in respect of any LC Disbursement when and as the same shall become becomes due and payablepayable in accordance with the terms hereof, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (bii) the Borrower shall fail to pay any interest on any Loan Advance or any fee or any other amount to be paid by it hereunder within three (other than an amount referred to in Section 10.1(a)3) payable under this Agreement, when and as Business Days of the same shall become due and payable, and date on which such failure shall continue unremedied for a period of three Business Days;payment is due; or (cb) any certification, representation or warranty made by the Borrower or a Guarantor herein or by the Borrower or a Guarantor (or any of their respective officers) in writing (including representations and warranties deemed made by pursuant to Sections 2.04(a)(G), or on behalf of any Loan Party or any Subsidiary in 3.02) under or in connection with this Agreement or any Loan Credit Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect in any material respect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(cor (c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower or a Guarantor shall have 30 consecutive days from the earlier of fail to perform or observe (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Defaultany term, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition covenant or agreement contained in Section 6.6(a)7.01 on its part to be performed or observed, Section 6.7(a(ii) any term, covenant or agreement contained in Sections 6.03 or 6.05 (with respect to maintaining the corporate existence of the Borrower or a Loan Party’s existenceGuarantor) or 6.11, or in Article 7; VII (eother than Section 7.01) on its part to be performed or observed and such failure shall continue for five (5) days after the date notice thereof shall have been given to the Borrower or such Guarantor by the Administrative Agent or any Bank, or (iii) any Loan Party shall fail to observe or perform any covenantterm, condition covenant or agreement contained in this Agreement any Credit Document (other than those a term, covenant or agreement described in clauses (a), (b) above and subclauses (i) and (ii) of clause (c)) on its part to be performed or observed and such failure shall continue for thirty (30) days after the date notice thereof shall have been given to the Borrower or the applicable Guarantor by the Administrative Agent or any Bank; or (d) the Borrower, the Guarantors, or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which constitute is outstanding in a default under another Section principal amount of this Article 10at least $50,000,000 in the aggregate (excluding Debt consisting of the Advances) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue unremedied for a period of (i) 5 days after the earlier applicable grace period, if any, specified in the agreement or instrument relating to such Debt, or any event of default or other event shall occur or condition shall exist under any agreement or instrument creating or evidencing such Debt in such principal amount, and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in is to accelerate, or to permit the holder or holders of any Material Indebtedness becoming due prior such Debt or any trustee or agent on its or their behalf to its scheduled accelerate, the maturity of such Debt, provided, however, a Default or that enables or permits (an event which, with or without the giving of notice, the lapse of time or both, would constitute a Default, shall have occurred or be continuing for purposes of this clause (d) shall not be deemed to exist due to the acceleration of the maturity of any obligation to a Bank or an affiliate (within the meaning of Regulation U) of a Bank solely by reason of a default in the performance of a term or condition in any agreement or instrument under or by which such obligation is created, evidenced or secured, which term or condition restricts the right of the Borrower or any other Person to sell, pledge or otherwise dispose of any margin stock (within the meaning of Regulation U) held by the Borrower or any such other Person; or (e) the holder or holders of any Material Indebtedness Borrower, a Guarantor, or any trustee or agent on Significant Subsidiary shall generally not pay its or their behalf to cause any Material Indebtedness to debts as such debts become due, or shall admit in writing its inability to require pay its debts generally, or shall make a general assignment for the prepayment, repurchase, redemption benefit of creditors; or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary any proceeding shall be commenced instituted by or an involuntary petition shall be filed against the Borrower, a Guarantor or any Significant Subsidiary seeking (i) to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debtsdebtors, or seeking the entry of a substantial part of its assets, under any Federal, state an order for relief or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or other similar official for any Loan Party or any Subsidiary of any Loan Party it or for a any substantial part of its assets, property and, in the case of any such caseproceeding instituted against it (but not instituted by it), such proceeding shall remain undismissed or petition unstayed for a period of sixty (60) days; or the Borrower, a Guarantor or any Significant Subsidiary shall continue undismissed for 60 days or an order or decree approving or ordering take any corporate action to authorize any of the foregoing shall be entered;actions set forth above in this clause (e); or (if) any Loan Party judgment or order against the Borrower, a Guarantor or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments their respective Consolidated Subsidiaries is rendered for the payment of money in an aggregate amount in excess of $500,000 50,000,000 over the sum of available insurance therefor and adequate cash reserves for which have not been established and set aside solely for the purpose of payment of such judgment or order and such judgment or order remains unsatisfied and either (i) enforcement proceedings shall have been commenced by the creditor upon such judgment or order or (ii) there shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 sixty (60) consecutive days during which execution a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;effect; or (lg) an ERISA the Borrower shall cease to own directly or indirectly 100% of the issued and outstanding voting stock of the Guarantors; or (h) any Person shall become the “beneficial owner” (as defined under Exchange Act Rule 13d-3) of at least a majority of the outstanding voting common stock of the Borrower; or (i) a Termination Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Termination Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;; or (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (qi) any material provision of any Loan Document Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be valid, binding in full force and enforceable in accordance with its terms effect; (ii) the Borrower or any Loan Party shall challenge other Person contests in writing the validity or enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any Credit Document; (iii) the Borrower denies in writing that it has any or further liability or obligation under any Credit Document, or purports in writing to revoke, terminate or rescind any Credit Document or (iv) any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Loan Collateral, with the priority required by the applicable Collateral Document, except as a result of (x) the sale or other disposition of the applicable Collateral in a transaction permitted under the Credit Documents, (y) the release thereof as provided in Section 9.09, or (z) the Administrative Agent’s failure to (A) maintain possession of any stock certificate, promissory note or other instrument delivered to it under the Collateral Documents has ceased or (B) file Uniform Commercial Code continuation statements; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Banks, after providing notice to the Borrower, declare all of the Commitments and the obligation of each Bank to make Advances to be terminated, whereupon all of the Commitments and each such obligation shall forthwith terminate, (ii) shall at the request, or otherwise is not validmay with the consent, binding of the Majority Banks, by notice to the Borrower declare the Advances, all interest thereon and enforceable all other amounts payable by the Borrower and the Guarantors under this Agreement to be forthwith due and payable, whereupon such Advances, such interest and all such amounts shall become and be forthwith due and payable, and require that the Borrower provide cash collateral as required in accordance Section 2.19(j), and (iii) shall at the request, or may with its termsthe consent, of the Majority Banks, exercise on behalf of itself, the Banks and the Issuing Banks all rights and remedies available to it, the Banks and the Issuing Banks under the Credit Documents and Applicable Law, in each case without requirement of any presentment, demand, protest, notice of intent to accelerate, further notice of acceleration or other further notice of any kind (other than the notice expressly provided for above); or (r) any , all of which are hereby expressly waived by the Borrower and each Guarantor, provided, however, that in the event of default occurs and is continuing beyond any applicable grace and cure periods Default described in Section 8.01(e) with respect to the Borrower or any obligationGuarantor, that is not pursuant (A) all of the Commitments and the obligation of each Bank to make Advances shall automatically be terminated, (B) the Loan DocumentsAdvances, all such interest and all such amounts shall automatically become and be due and payable and (C) and the obligation of the Borrower to cash collateralize the LC Exposure as provided above shall automatically become effective, in each case without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or any other notice of any Loan Party to Lenderkind, all of which are hereby expressly waived by the Borrower and each Guarantor.

Defaults. The occurrence of any of the following events (hereinafter called “Events shall constitute an "Event of Default”) shall constitute “Events of Default” under this Agreement": (a) The Borrower shall fail to pay any interest with respect to the Revolving Notes or the Term Notes or any Commitment Fee in accordance with the terms hereof within 10 days after such payment is due. (b) The Borrower shall fail to pay any principal with respect to the Revolving Notes or the Term Notes in accordance with the terms thereof on the date when due. (c) Any representation or warranty made by the Borrower herein or hereunder or in any certificate or other document furnished by the Borrower hereunder shall prove to have been incorrect when made (or deemed made) in any respect that is materially adverse to the interests of the Lenders or their rights and remedies hereunder. (d) Except as specified in (a) and (b) above, the Borrower shall default in the performance of, or breach, any Loan covenant of the Borrower with respect to this Agreement, and such default or breach shall continue for a period of thirty days after there has been given, by registered or certified mail, to the Borrower by the Agent a written notice specifying such default or breach and requiring it to be remedied. (e) An event of default as defined in any Reimbursement Obligation when mortgage, indenture, agreement or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Borrower in a principal amount not less than $75,000,000, shall have occurred and as shall result in such Indebtedness becoming or being declared due and payable prior to the same shall date on which it otherwise would become due and payable, whether at the due date thereof or at an event of default or a date fixed for prepayment thereof or otherwise; (b) termination event as defined in any Hedge Agreement shall have occurred and shall result in a net payment obligation of the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other thereunder of not less than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made$75,000,000; provided, however, that if any such event of default shall be remedied or cured by the Borrower, or waived by the holders of such Indebtedness, within twenty days after the Borrower has received written notice of such event of default and acceleration, then the Event of Default under this Section 10.1(c) occurs on account hereunder by reason thereof shall be deemed likewise to have thereupon been remedied, cured or waived without further action upon the part of a misrepresentation made in good faith under Section 4.19 hereof, either the Borrower shall have 30 consecutive days from or the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts Agent and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement;Lenders. (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an Any involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) liquidation, reorganization relief against the Borrower or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debtsthe Broker Subsidiary, or of against all or a substantial part of its assetsthe property of either of them, under Title 11 of the United States Code or any Federalother federal, state or foreign bankruptcy, insolvency, receivership reorganization or similar law now or hereafter in effect or law, (ii) the appointment of a receiver, trusteeliquidator, assignee, custodian, sequestratortrustee, conservator sequestrator or similar official for any Loan Party the Borrower or any the Broker Subsidiary of any Loan Party or for all or a substantial part of its assetsthe property of either of them, or (iii) the winding-up or liquidation of the Borrower or the Broker Subsidiary; and, in any such case, such involuntary proceeding or involuntary petition shall continue undismissed for 60 days or days, or, before such 60-day period has elapsed, there shall be entered an order or decree approving ordering the relief requested in such involuntary proceeding or ordering any of the foregoing shall be entered;involuntary petition. (ig) The Borrower or the Broker Subsidiary shall commence a voluntary case under any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidationapplicable bankruptcy, reorganization insolvency or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) or shall consent to the institution ofentry of an order for relief in an involuntary case under such law, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or shall consent to the appointment of or taking possession by a receiver, trusteeliquidator, assignee, custodian, sequestratortrustee, conservator sequestrator (or similar official for such Loan Party official) of the Borrower or Broker Subsidiary of any Loan Party or for a any substantial part of its assetsrespective properties, (iv) file an answer admitting the material allegations of a petition filed against it in or shall make any such proceeding, (v) make a general assignment for the benefit of creditors creditors, or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its respective debts as they become due;due or shall take any corporate action in furtherance of any of the foregoing. (kh) one A final judgment or more judgments for the payment of money in an aggregate amount in excess of $500,000 75,000,000 in the aggregate shall be rendered entered against any Loan Partythe Borrower by a court or courts of competent jurisdiction, and the same shall remain undischarged not be discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 30 days from the date of entry thereof and the Borrower shall not, within said period of 30 consecutive days days, or such longer period during which execution of the same shall not have been stayed, appeal therefrom and cause the execution thereof to be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any during such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;appeal. (li) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) At any time after a Change in Control shall occur; (n) Control, the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any Borrower fails to maintain at least one of the terms following credit ratings for its Senior Medium-Term Notes, Series A: (a) BBB- (or provisions better) by Standard & Poor's Ratings Service, a Division of any Loan Document (other than this Agreement)The McGraw-Hill Companies, which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan GuarantyInc., or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (pb) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms Baa3 (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writingbetter) by Moody'▇ ▇▇▇▇▇▇▇▇s Service, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.Inc.

Defaults. The Obligations shall, at the option of Lender, become immediately due and payable, interest under the Note shall begin to accrue at the Default Rate, and Lender shall be entitled to pursue all available rights and remedies, upon the occurrence and during the existence of any one or more of the following events (hereinafter called individually an “Event of Default” and collectively, “Events of Default”) ); provided that the following acts, omissions or conditions shall not be deemed to constitute an “Events Event of Default” under this Agreement(and thereby cause interest to accrue at the Default Rate and/or entitle Lender to pursue all available rights and remedies) until any and all specified grace or cure periods have expired: (a) If any monthly installment of Debt Service and/or Impounds (if any) is not received by Lender on or before 2 p.m. (Hartford, Connecticut time) on the Borrower shall fail to pay any principal fifth (5th) day of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwisemonth in which such installment is due; (b) If the Borrower shall fail to pay any interest Obligations are not paid in full on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business DaysMaturity Date; (c) If any other amounts reserved under this Agreement (including payments required under Section 9.5) are not received by Lender prior to the expiration of the applicable Demand Period; (d) If Borrower Parties (1) fail to comply with any of their duties and obligations under Subsection 3.1(a) in any respects, or (2) fail to comply with their duties and obligations under Subsection 3.1(b) through (i) in all material respects, subject to the notice and cure periods specified in Section 3.1(g); (e) If any Borrower Party fails to provide any material aspect of the financial reporting required pursuant to Section 6.1, and such failure continues for thirty (30) days following written notice from Lender of such failure; (f) If any fact, circumstance or event (other than those specifically addressed elsewhere in this Article 8) shall occur that is specifically characterized under any provision of any other Loan Document as an “Event of Default” under such Loan Document; (g) If any Federal or state tax Lien (other than an inchoate lien for local real estate taxes and assessments not yet due and payable) is filed against any Borrower Party and the same is not discharged of record within sixty (60) days after the same is filed, unless (1) such tax Lien is being diligently contested by the applicable Borrower Party in good faith, (2) the applicable Borrower Party, as the case may be, shall have deposited with Lender cash reserves (or other appropriate security acceptable to Lender in its discretion) which, in the opinion of Lender, will be sufficient to cover the tax Lien and all interest and penalties thereon, and (3) Lender is satisfied that such tax Lien does not have a materially adverse effect on the business, assets or financial or other condition of any Borrower Party, as the case may be, or on any Property, the Mortgage or the Lien thereof; (h) If a Transfer occurs in violation of the covenants set forth in Section 7.1; (i) Intentionally omitted; (j) If any representation or warranty of or on behalf of any Borrower Party, made in this Agreement, the Carveout Indemnity, the Environmental Indemnity Agreement or deemed made in any of the other Loan Documents, or in any certificate, report, financial statement or other instrument furnished by or on behalf of any Loan Borrower Party or any Subsidiary in or in connection with this Agreement, the Carveout Indemnity, the Environmental Indemnity Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderDocument, shall prove to have been materially incorrect when false or misleading in any material respect as of the date made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correctfurnished; (dk) If any Loan Borrower Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7make an assignment for the benefit of creditors; (el) If a court of competent jurisdiction enters a decree or order appointing a receiver, liquidator, assignee, trustee, custodian, examiner, magistrate, arbitrator, sequestrator (or similar official) of any Loan Party shall fail to observe Borrower Party, or perform of any covenantsubstantial part of their respective properties or assets, condition or agreement contained in this Agreement (other than those which constitute a default under another Section if such court decrees or orders the winding up or liquidation of this Article 10)the affairs of any Borrower Party, and any such failure shall continue unremedied for a period decree or order is not dismissed, discharged or vacated of record within ninety (i90) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreementsame has been entered; (fm) If any Loan Borrower Party voluntarily files a petition for relief or an answer or consent seeking relief under the Bankruptcy Code, or under any other Federal or state bankruptcy, insolvency or other similar law, rule or regulation; (n) If an involuntary case or other proceeding is commenced against any Borrower Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) Property which seeks liquidation, reorganization or other relief in with respect of a Loan Party to debts or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, other liabilities under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization insolvency or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, and such involuntary case or fail to contest in a timely and appropriate manner, any other proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged undismissed or unstayed for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; ninety (l90) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effectdays; (o) If any Loan Guaranty Borrower Party, whether by operation of law or otherwise, dissolves, is wound up or its existence is otherwise terminated or dissolved; (p) If Carveout Indemnitor is not the sole general partner of each Individual Borrower or does not control the exercise of all rights, powers and privileges related thereto in violation of the terms, conditions and covenants set forth in Section 7.1(d); (q) If any Property becomes subject to any lis pendens, notice of pendency, stop order, notice of intention to file mechanic’s or material supplier’s lien, mechanic’s or material supplier’s lien (excluding, however, any noticed filed pursuant to applicable state law solely to preserve future lien rights) or other Lien of any nature whatsoever (other than Permitted Encumbrances) and the same shall fail not either be discharged of record or in the alternative insured over to remain the satisfaction of Lender by the Title Company within a period of sixty (60) days after the same is filed or recorded (irrespective of whether the same is superior or subordinate in Lien or other priority to the Lien of the Mortgage and irrespective of whether the same constitutes a perfected or inchoate Lien or encumbrance on such Property or is only a matter of record or notice), subject to the right of Borrower Parties to contest same as set forth in Section 7.2(b); (r) If Borrower fails to remit payment in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guarantyand other Obligations (1) pursuant to Section 2.4(b) on the date identified in the Prepayment Notice following the issuance of any Prepayment Notice, unless the Prepayment Notice is revoked in accordance with Section 2.4(c), or (2) within the time period specified in Sections 3.2 or 3.3 if Borrower Parties make an election to, or are required by Lender to, prepay the Obligations following a Casualty or condemnation; (s) If any Loan Guarantor Borrower Party ceases to operate any Property in a manner consistent with the uses of such Property effective as of the Funding Date or terminates such business for any reason whatsoever (other than temporary cessation in connection with any renovations to any Property or completion of a Restoration); (t) If any Borrower Party (as the case may be) fails to comply with its duties and obligations under (1) the Assignment of Property Documents and such failure continues for thirty (30) days after written notice from Lender; (2) the Environmental Indemnity Agreement and such failure continues for thirty (30) days after written notice from Lender (provided, however, that if a shorter cure period is required by Lender (in the exercise of its discretion) because of a potential impairment to human safety or a potential material impairment to the value of any Property, then Borrower Parties shall have such shorter cure period as set forth in Lender’s written notice); (3) the Carveout Indemnity and such failure continues for fifteen (15) days after written notice from Lender); (4) the Assignment of Leases and Rents and such failure continues for fifteen (15) days after written notice from Lender; or (5) any Assignment of Management Agreement and such failure continues for fifteen (15) days after written notice from Lender; provided, however, that so long as (A) any such failure does not involve the failure to make payment of a liquidated sum of money (which must be paid within any applicable Demand Period), (B) an extension of the applicable cure period will not, in the reasonable estimation of Lender, cause a material impairment to the value, use, utility, or operation of any Property, the Portfolio or the other Collateral, (C) an extension of the applicable cure period will not, in the reasonable estimation of Lender, expose Lender to any fines or penalties (whether civil or criminal), (D) any such failure cannot reasonably be cured within the applicable cure period, and (E) the applicable Borrower Party shall have commenced a reasonable cure for such Potential Default within the applicable cure period and thereafter diligently and expeditiously proceeds to cure the same, then the applicable cure period shall be extended for so long as it shall be reasonably necessary for such Borrower Party, in the exercise of due diligence, to cure such Potential Default (Borrower Parties agreeing that they shall bear the burden of proof before any court, arbitrator or other trier of fact in connection with establishing the reasonableness of any cure or extended cure period and/or that Lender is acting in a commercially unreasonable manner if Lender makes a determination adverse to such Borrower Party under subsections (B) or (C) of this subparagraph (t)); provided further, that in no event shall the cure period available under this subparagraph (t) exceed ninety (90) days in the aggregate; or (u) If any Borrower Party shall fail to comply with any of their respective covenants, agreements, warranties, duties or obligations under this Agreement or any other Loan Document that is not otherwise specifically addressed in this Article 8 and such failure continues for thirty (30) days after written notice from Lender; provided, however, that so long as (A) any such failure does not involve the terms or provisions failure to make payment of a liquidated sum of money (which must be paid within any applicable Demand Period), (B) an extension of the Loan Guaranty thirty (30) day cure period will not, in the reasonable estimation of Lender, cause a material impairment to which it is a party and the value, use, utility, or operation of any Property, the Portfolio or the other Collateral, (C) an extension of the thirty (30) day cure period will not, in the reasonable estimation of Lender, expose Lender to any fines or penalties (whether civil or criminal), (D) any such could failure cannot reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under cured within the Loan Guaranty to which it is a party, or shall give notice to such effect; thirty (p30) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or day cure period, provided and (E) the applicable Borrower Party shall have commenced a reasonable cure for such Potential Default within the thirty (30) day cure period and thereafter diligently and expeditiously proceeds to cure the same, then the thirty (30) day cure period shall be extended for so long as it shall be reasonably necessary for the applicable Borrower Party, in the exercise of due diligence, to cure such Potential Default (Borrower Parties agreeing that they shall bear the burden of proof before any court, arbitrator or other trier of fact in connection with establishing the reasonableness of any cure or extended cure period and/or that Lender is acting in a commercially unreasonable manner if Lender makes a determination adverse to such default is on account Borrower Party under subsections (B) or (C) of a default by a Loan Party other than the Borrowerthis subparagraph (u)); provided, further, that such default also could reasonably be expected to have a Material Adverse Effect; in no event shall the cure period available under this subparagraph (qu) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable exceed ninety (90) days in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderaggregate.

Defaults. The Notwithstanding the foregoing, Factor may terminate this Agreement without notice and all Obligations shall, unless and to the extent that Factor otherwise elects, become immediately due and payable without notice or demand upon the occurrence and during the continuance of any one or more of the following events (hereinafter called each an “Events Event of Default”) shall constitute “Events of Default” under this Agreement: (): a) the Borrower shall fail Client fails to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (due; b) Client commits any breach of or default in the Borrower shall fail performance of its representations, warranties or covenants whether contained herein or in any instrument or document delivered pursuant hereto or in any other Agreement, instrument, or document under which it is obligated to pay any interest on any Loan or any fee Factor; c) Client or any other amount party liable upon any Obligation (other than an amount referred i) makes any false or untrue representation to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or Factor in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed madetransaction relating thereto; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made become(s) unable to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and pay its debts as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturitythey mature; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (ivmake(s) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, suspend(s) the transaction of Client’s usual business, convene(s) or cause(s) to be convened a meeting of Client creditors or (viprincipal creditors or take(s) take any action for the purpose of effecting any advantage of the foregoing; (j) insolvency laws of any Loan Party State, or a case is commenced or a petition in bankruptcy or for an arrangement or reorganization under the Federal Bankruptcy Code is filed by or against Client or any Subsidiary such other party or a custodian or receiver (or other court designee performing the functions of a receiver) is appointed for or takes possession of Client’s or any Loan Party shall become unable, admit such other party’s assets or affairs or an order for relief in writing its inability a case commenced under the United States Bankruptcy Code is entered; or fail generally to pay its debts as they become due; (kd) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 [omitted]; e) Client shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action dissolved; f) there shall be legally taken by a judgment creditor to attach issued or levy filed against Client, or other party liable upon any assets with an aggregate market value in excess of $200,000 of Obligations, any Loan Party tax lien; g) [omitted]; h) [omitted]; or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (li) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under be issued or filed against Client any Collateral Document beyond any applicable notice or cure periodattachment, provided if such default is on account of a default by a Loan Party other than the Borrowerinjunction, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writingexecution, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise judgment which is not validremoved, binding and enforceable in accordance with its terms); or satisfied or bonded to Factor’s reasonable satisfaction within thirty (r30) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderdays after same was issued or filed.

Defaults. The following events A default (hereinafter called “Events of Default”) shall constitute “Events of Default” under this Agreementmeans the occurence of: (a) any failure by the Borrower shall fail Servicer to pay remit to the Company or deposit in the Collection Account, the Escrow Accounts, any principal of any Loan or any Reimbursement Obligation when accounts created under the Custodial and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Paying Agency Agreement or any Loan Document Other Accounts any amount required to be so remitted or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default deposited under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier terms of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 the Custodial and Paying Agency Agreement or the LLC Operating Agreement; or (b) any Insolvency Event (without any cure period other than as may be provided for in the definition of Insolvency Event) (i) with respect to the Servicer or any of its Related Parties, or (ii) with respect to any Subservicer or any of its Related Parties; provided, that any such Insolvency Event under this clause (ii) (that is not otherwise an Insolvency Event under clause (i) hereof) shall not be an Event of Default hereunder (but shall in all events be a default under the applicable Subservicing Agreement) so long as the Servicer shall have fully replaced such affected Subservicer within thirty (30) days after the earlier occurrence of such Insolvency Event; or (c) any failure by the Servicer to duly perform its obligations in (i) Section 5.2(e), which failure continues unremedied for a period of five (5) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer, or (ii) Section 5.2(f) or Section 5.2(g), which failure continues unremedied for a period of twenty-five (25) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer; or (d) any failure by the Servicer at any time (i) to be a Qualified Servicer or to renew or maintain any permit or license necessary to carry out its responsibilities under this Agreement in compliance with Law, or (ii) to cause each Subservicer to meet the applicable characteristics of a Qualified Servicer as required under Section 4.1 and to renew or maintain any permit or license necessary to carry out its responsibilities under any Subservicing Agreement, which, in the case of either (i) or (ii), continues unremedied for a period of thirty (30) days after the date on which written notice of such failure requiring the same to be remedied shall have been given by the Manager or the Initial Member to the Servicer; or (e) any failure by the Servicer to cause any Subservicer to comply with the terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material breach by any Subservicer under its Subservicing Agreement or the failure by the Servicer to replace any Subservicer upon the occurrence of any such event in accordance with the terms governing material breach or notice thereof from default under the Lender if such breach relates to terms or provisions of any other Section of this applicable Subservicing Agreement;; or (f) any Loan Party other failure (other than those specified in any of Section 7.1(a) through (e)) by the Servicer to duly observe or perform any Subsidiary shall fail other covenants or agreements on the part of the Servicer contained in this Agreement or to make perform any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested Servicing Obligation in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan PartyServicing Standard, and the same shall remain undischarged such failure continues unremedied for a period of 30 consecutive days during thirty (30) days, or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree, after the date on which execution written notice of such failure shall have been given by the Manager or the Initial Member to the Servicer; provided, however, that in the case of a failure that cannot be effectively stayed cured within thirty (30) days (or any action such other period as the Manager, with the consent of the Initial Member, and the Servicer agree) with the exercise of reasonable diligence, the cure period shall be legally taken by a judgment creditor extended for an additional thirty (30) days if the Servicer can demonstrate to attach or levy upon any assets the reasonable satisfaction of the Manager and the Initial Member that the Servicer is diligently pursuing remedial action; and provided, further, that, with an aggregate market value in excess of $200,000 of any Loan Party or respect to enforce any such judgment or any Loan Party shall fail within 30 days failure failure under this Section 7.1(f) that relates exclusively to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, obligations included in any such case, are not stayed on appeal applicable Schedule hereto that can be amended or otherwise being appropriately contested in good faith modified without the consent of the Initial Member, then no such consent of the Initial Member shall be required with respect to an applicable cure period hereunder so long as the such failure hereunder is not, or would not result in, a failure by proper proceedings diligently pursued;the Manager to comply with its obligations under the LLC Operating Agreement and the other Ancillary Documents; or (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (ng) the occurrence of any “default”, Event of Default,” as defined in any Loan Document (other than this the LLC Operating Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (rh) any event receipt by the Manager or the Servicer of default occurs notice from the Purchase Money Notes Guarantor that an “Event of Default” as defined in the Reimbursement, Security and Guaranty Agreement has occurred and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to continuing; or (i) the Loan Documents, occurrence of any Loan Party to LenderRestricted Servicer Change of Control.

Defaults. The following events (hereinafter called “Events of Default”) A Party shall constitute “Events of Default” be in default under this AgreementLease upon the occurrence of any one or more of the following events: (a) the Borrower shall fail The failure by such Party to pay make any principal payment of any Loan or any Reimbursement Obligation amount required to be made by such Party hereunder, as and when and as due, where such failure shall continue for a period of thirty (30) days after receipt by such Party of written notice thereof from the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;other Party; or (b) the Borrower shall fail The failure by such Party to pay any interest on any Loan observe or any fee or perform any other amount (other than an amount referred material covenants, conditions or provisions of this Lease to in Section 10.1(a)) payable under this Agreementbe observed or performed by such Party, when and as the same shall become due and payable, and where such failure shall continue unremedied for a period of three Business Days; thirty (c30) any representation or warranty made or deemed made days after receipt by or on behalf such Party of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification written notice thereof or waiver thereunder, or in any report, certificate, financial statement or from the other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed madeParty; provided, however, that if any Event the nature of Default under this Section 10.1(cthe failure is such that more than thirty (30) occurs on account days are reasonably required for its cure, then such Party shall not be deemed to be in default if such Party commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; or (c) If by order of a misrepresentation made in good faith under Section 4.19 hereofcourt of competent jurisdiction, the Borrower a receiver or liquidator or trustee of a Party shall be appointed, and such receiver or liquidator or trustee shall not have 30 consecutive days from the earlier been discharged within a period of sixty (i60) the date the Borrower becomes aware days; or if by decree of such a court, a Party shall be adjudicated bankrupt or insolvent or any substantial part of the facts forming the basis of the Event of Default, or (ii) the date notice property of such Event of Default Party shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10)sequestered, and such failure decree shall continue unremedied have continued undischarged and unstayed for a period of sixty (i60) 5 days after the earlier of such breach entry thereof; or notice thereof from the Lender if such breach relates a petition to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, declare bankruptcy or to require the prepayment, repurchase, redemption or defeasance thereof, prior reorganize a Party pursuant to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) provisions of the federal bankruptcy laws or pursuant to any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidationother similar state statute applicable to such Party, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law as now or hereafter in effect, shall be filed against such Party and shall not be dismissed within sixty (ii60) days after such filing; or (d) If a Party shall file a voluntary petition in bankruptcy under any provision of any federal or state bankruptcy law or shall consent to the institution offiling of any bankruptcy or reorganization petition against it under any similar law; or, without limitation of the generality of the foregoing, if a Party shall file a petition or answer or consent seeking relief or assisting in seeking relief in a proceeding under any of the provisions of the federal bankruptcy laws or pursuant to any other similar state statute applicable to such Party, as now or hereafter in effect, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such a proceeding, (v) ; or if a Party shall make a general an assignment for the benefit of creditors its creditors; or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan if a Party shall become unable, admit in writing its inability or fail generally to pay its debts generally as they become due; (k) one ; or more judgments for if a Party shall consent to the payment appointment of money in an aggregate amount in excess a receiver or receivers, or trustee or trustees, or liquidator or liquidators of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period it or of 30 consecutive days during which execution shall not be effectively stayed all or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess part of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)property; or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.

Defaults. The following events (hereinafter called “Events of Default”) Debtor shall constitute “Events of Default” be in default under this AgreementAgreement and each of the other Debt Documents if any one of the following should occur: (ai) the Borrower shall fail Debtor breaches its obligation to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at within three (3) business days following the due date thereof any installment or at other amount due or coming due under any of the Debt Documents, other than by Secured Party’s failure to process a date fixed for prepayment thereof or otherwisededuction from Debtor’s Primary Operating Account pursuant to Section 2(w); (bii) Debtor, without the Borrower prior written consent of Secured Party, attempts to or does sell, rent, lease, license, mortgage, grant a security interest in, or otherwise transfer or encumber, or allow Liens (except for Permitted Liens) upon, any of the Collateral; (iii) Debtor breaches any of its insurance obligations under Section 4; (iv) Debtor breaches any of its obligations under Sections 2(m) or 2(y) or Sections 3(i), (j), or (k); (v) Debtor breaches any of its other non-payment obligations under any of the Debt Documents and fails to cure that breach within thirty (30) days after it has occurred; (vi) Any warranty, representation or statement made by Debtor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall fail be false or misleading in any material respect; (vii) Any of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any legal or administrative proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of the Collateral to a material risk of attachment, execution, levy, seizure or confiscation and no bond is posted or protective order obtained to negate such risk; (viii) Debtor breaches or is in default under any other agreement between Debtor and Secured Party; (ix) Debtor or any guarantor or other obligor for any of the Indebtedness (collectively “Guarantor”) dissolves, terminates its existence, becomes insolvent or ceases to do business as a going concern; (x) If Debtor or any Guarantor is a natural person, and Debtor or any such Guarantor dies or becomes incompetent; (xi) A receiver is appointed for all or of any part of the property of Debtor or any Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors; (xii) Debtor or any Guarantor files a petition under any bankruptcy, insolvency or similar law, or any such petition is filed against Debtor or any Guarantor and is not dismissed within forty-five (45) days; (xiii) Debtor’s improper filing of an amendment or termination statement relating to a filed financing statement describing the Collateral; (xiv) Debtor shall merge with or consolidate into any other entity or sell all or substantially all of its assets or in any manner terminate its existence; (xv) If Debtor is a privately held corporation, more than 50% of Debtor’s voting capital stock, or effective control of Debtor’s voting capital stock, issued and outstanding from time to time, is not retained by the holders of such stock on the date the Agreement is executed; (xvi) If Debtor is a publicly held corporation, there shall be a change in the ownership of Debtor’s stock such that Debtor is no longer subject to the reporting requirements of the Securities Exchange Act of 1934 or no longer has a class of equity securities registered under Section 12 of the Securities Act of 1933; (xvii) Debtor defaults under any agreement to pay any interest on any Loan or any fee Additional Indebtedness or any other amount (other than financing arrangement between Debtor and a third party in an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Daysexceeding $100,000; (cxviii) Secured Party shall have determined in its sole and good faith judgment that (a) it is the clear intention of Debtor’s investors to not continue to fund the Debtor in the amounts and timeframe necessary to enable Debtor to satisfy the Indebtedness as it becomes due and payable or (b) there is a material impairment in the perfection or priority of the Secured Party’s security interest in the Collateral; or (xix) [intentionally omitted] (xx) Without the prior written consent of Secured Party, which consent shall not be unreasonably withheld or delayed, Debtor creates, incurs, assumes or permits to exist any representation or warranty made or deemed made by or on behalf Indebtedness to Maxygen, Inc. (“Maxygen”) in excess of One Million, Two Hundred Twenty-Five Thousand Dollars ($1,225,000) in aggregate in any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderfiscal year, or Debtor makes any payments to Maxygen in any report, certificate, financial statement or other document furnished pursuant to or fiscal year in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event excess of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of lower of: (i) the date the Borrower becomes aware aggregate of the facts forming the basis fair market value of the Event of Defaultservices provided by Maxygen to Debtor during such fiscal year, or (ii) the date notice aggregate of such Event One Million, Two Hundred Twenty-Five Thousand Dollars ($1,225,000). Notwithstanding the foregoing, Debtor shall be permitted to pay the balance of Default shall have been made previously incurred, existing and anticipated Indebtedness to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect Maxygen up to a Loan Party’s existencetotal amount of One Million, Five Hundred Thousand Dollars ($1,500,000) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unableperiod January 1, admit in writing its inability or fail generally 2005 to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan PartyDecember 31, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender2005.

Defaults. The Each of the following events (hereinafter called “Events of Default”) shall constitute “Events a Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of Default” under this Agreementlaw or pursuant to any judgment or order of any court or any order, rule, or regulation of any governmental or non-governmental body: (a) the Borrower Any representation or warranty made under this Agreement shall fail prove incorrect or misleading in any material respect when made or deemed to pay any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwisehave been made; (b) the The Borrower shall fail to pay default in the payment of any principal, interest on any Loan or other monetary amounts payable hereunder or under the Notes, or any fee of them, or any under the other amount Loan Documents which payment default (other than an amount referred to in Section 10.1(a)payment due on the Maturity Date) payable under this Agreement, when and as is not cured within thirty (30) calendar days of Borrower's receipt of notice from the same shall become due and payable, and such failure shall continue unremedied for a period of three Business DaysAdministrative Agent; (c) any representation The Borrower shall default in the performance or warranty made or deemed made by or on behalf observance of any Loan Party other agreement or any Subsidiary covenant contained in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or not specifically referred to elsewhere in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof6.1, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of and such Event of Default shall have been made not be cured to the Majority Banks' satisfaction within a period of ninety (90) days from the date the Borrower by receives notice from the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correctAdministrative Agent with respect thereto; (d) There shall occur any Loan Party shall fail to observe Event of Default in the performance or perform observance of any covenant, condition agreement or agreement covenant or breach of any representation or warranty contained in any of the Loan Documents (other than this Agreement or as otherwise provided in this Section 6.6(a)6.1 of this Agreement) or any Subsidiary Guaranty, Section 6.7(awhich shall not be cured to the Majority Banks' satisfaction within the applicable cure period, if any, provided for in such Loan Document or ninety (90) (days from the date the Borrower receives notice from the Administrative Agent with respect to a thereto if no cure period is provided in such Loan Party’s existence) or 6.11, or in Article 7Document; (e) any Loan Party There shall fail to observe be entered a decree or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied order for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) relief in respect of the Borrower or any Material Indebtednessof its Restricted Subsidiaries under Title 11 of the United States Code, when and as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of the same shall become due and payableBorrower or any of its Restricted Subsidiaries, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness substantial part of their respective properties, or ordering the winding-up or liquidation of the affairs of the Borrower or any trustee or agent on of its or their behalf to cause any Material Indebtedness to become dueRestricted Subsidiaries, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking against the Borrower or any of its Restricted Subsidiaries, and a temporary stay entered, and (i) liquidationsuch petition and stay shall not be diligently contested, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) any such petition and stay shall continue undismissed for a period of thirty (30) consecutive days; (f) The Borrower or any of its Restricted Subsidiaries shall file a petition, answer, or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy law or other similar law, make an assignment for the benefit of creditors, or the Borrower or any of its Restricted Subsidiaries shall consent to the institution of proceedings thereunder or to the filing of any such petition or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official for any Loan Party of the Borrower or any Subsidiary of its Restricted Subsidiaries, or of any Loan Party or for a substantial part of their respective properties, or the Borrower or any of its assetsRestricted Subsidiaries shall fail generally to pay their respective debts as they become due, and, in or the Borrower or any of its Restricted Subsidiaries shall take any corporate or partnership action to authorize any such caseaction; (g) A final judgment shall be entered by any court against the Borrower or any of its Restricted Subsidiaries for the payment of money which exceeds $1,000,000.00, which judgment is not covered by insurance or a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower or any of its Restricted Subsidiaries which, together with all other such property of the Borrower or any of its Restricted Subsidiaries subject to other such process, exceeds in value $1,000,000.00 in the aggregate, and if, within thirty (30) days after the entry, issue, or levy thereof, such proceeding judgment, warrant, or petition process shall continue undismissed for 60 days not have been paid or an order discharged or decree approving bonded or ordering stayed pending appeal, or if, after the expiration of any such stay, such judgment, warrant, or process shall not have been paid or discharged; (1) There shall be at any time any "accumulated funding deficiency," as defined in ERISA or in Section 412 of the Code, with respect to any Plan; or (2) a trustee shall be appointed by a United States District Court to administer any Plan; or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan; or (3) any of the foregoing Borrower and its ERISA Affiliates shall be enteredincur any liability to the Pension Benefit Guaranty Corporation in connection with the termination of any Plan; or (4) any Plan or trust created under any Plan of any of the Borrower and its ERISA Affiliates shall engage in a non-exempt "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject the Borrower or any ERISA Affiliate to the tax or penalty on "prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the Code; and by reason of any or all of the events described in clauses (1) through (4), as applicable, the Borrower shall have incurred or is likely to incur liability in excess of $2,000,000.00 in the aggregate; (i) any Loan Party All or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions portion of any Loan Document (other than this Agreement), which default or breach continues beyond shall at any period of grace therein provided, provided if such default is on account of a default time and for any reason be declared by a court of competent jurisdiction in a suit with respect to such Loan Party other than Document to be null and void, or a proceeding shall be commenced by any governmental authority involving a legitimate dispute or by the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect Borrower or any action shall be taken of its Restricted Subsidiaries, having jurisdiction over the Borrower or any of its Restricted Subsidiaries, seeking to discontinue or to assert establish the invalidity or unenforceability thereof (exclusive of the Loan Guarantyquestions of interpretation of any provision thereof), or any Loan Guarantor shall fail to comply with the Borrower or any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor its Restricted Subsidiaries shall deny that it has any further liability or obligation for the payment of principal or interest purported to be created under the any Loan Guaranty to which it is a party, or shall give notice to such effectDocument; (pj) There shall occur any Security Document shall Change of Control; (k) Except for conveyances of all or any reason fail to create a valid part of the Loan Inventory between the Borrower and perfected first priority security the Guarantors there occurs any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Loan Inventory or any interest in any Collateral appropriately described therein and purported to be covered therebytherein, after any applicable cure period as set forth in Section 10.1(c)voluntarily or involuntarily, whether by operation of law or otherwise, except as (i) in accordance with the terms of this Agreement, (ii) for execution of contracts with prospective purchasers, (iii) for Permitted Encumbrances, and (iv) in the ordinary course of business; or (l) Except in the normal course of Borrower's development of inventory into Developed Lots and construction of Dwellings thereon, without the prior written consent of Administrative Agent, Borrower grants any easement or dedication, files any plat, condominium declaration, or restriction or otherwise encumbers all or any portion of the Loan Inventory, or seeks or permits any zoning reclassification or variance, unless such action is expressly permitted by the terms Loan Documents or does not affect any Inventory which is part of any Collateral Documentthe Loan Inventory. Notwithstanding anything contained herein to the contrary, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision occurrence of any of the foregoing shall not be a Default or an Event of Default hereunder if: (i) the occurrence pertains only to specific parcel(s) within the Loan Documents has ceased Inventory; and (ii) the affected parcel(s) is (are) removed from the Loan Inventory on or before ten (10) days in the case of a monetary occurrence and thirty (30) days in the case of a non-monetary occurrence after the occurrence or, if the Borrower is entitled to be or otherwise is not validnotice and cure, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any within the applicable grace notice and cure periods period. In the event that any such parcel is a Lot Under Development, Developed Lot or Dwelling Lot, then the Loan Funding Availability shall be immediately calculated excluding such parcel. If, as the result of such removal, the outstanding principal balance under all Unsecured Indebtedness together with respect any unreimbursed draws under Letters of Credit would exceed the Loan Funding Availability, the Borrower shall pay (X) to the Administrative Agent on the Reconciliation Date immediately following the removal of such Inventory from the Loan Inventory, a principal payment on the Loans in an amount sufficient to eliminate such excess of the aggregate outstanding principal balance of all Unsecured Indebtedness and unreimbursed draws under Letters of Credit over the Loan Funding Availability, together with any obligation, that is not pursuant due and unpaid interest on such excess or (Y) add additional Inventory to the Loan Documents, Inventory (which is acceptable to the Administrative Agent) in an amount sufficient to cause the Loan Funding Availability to equal or exceed the Loans and unreimbursed draws under Letters of any Loan Party to LenderCredit.

Defaults. The If any of the following events (hereinafter called “Events of DefaultDefaults”) shall constitute “Events of Default” under this Agreementoccur: (a) the Borrower shall fail any Obligor fails to pay (i) any of the principal of any Loan the Liabilities or any Reimbursement Obligation amounts related to Letters of Credit when and as the same shall become such Liabilities are due and payableor are declared due (whether by scheduled maturity, whether at the due date thereof or at a date fixed for prepayment thereof required prepayment, acceleration, demand or otherwise) or (ii) any of its other Liabilities within five (5) Business Days of the date such Liabilities are due or declared due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); (b) the Borrower shall fail to pay any interest on Obligor, any Loan of their Subsidiaries, any Pledgor or any fee guarantor of any of the Liabilities fails or neglects to perform, keep or observe any of its covenants, conditions or agreements contained in any of the other Financing Agreements within any applicable grace period provided thereby or any other amount Obligor fails or neglects to perform, keep or observe any of its covenants, conditions or agreements contained in: (other than an amount referred to in Section 10.1(a)i) payable under this AgreementSections 5.7, when and as the same 5.11, 5.14 or 5.16 such failure shall become due and payable, continue for five (5) Business Days; (ii) Sections 5.1 or 5.2 and such failure shall continue unremedied for a period of three Business Days10 days; (ciii) Sections 5.4(b)-(d), 5.5 or 5.8 and such failure shall continue for 30 days; and (iv) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement Agreement; (other than those which constitute a default under another Section c) any warranty or representation now or hereafter made by any Obligor, any of this Article 10their Subsidiaries, any Pledgor or any guarantor of any of the Liabilities is untrue or incorrect in any material respect when made (or, in the case of any such representation or warranty that is qualified as to materiality or Material Adverse Effect, incorrect in any respect), and such failure shall continue unremedied for or any schedule, certificate, written statement, report, financial data, written notice, or writing furnished at any time by any Obligor, any of their Subsidiaries, any Pledgor, or any guarantor of any of the Liabilities to Bank is untrue or incorrect in any material respect on the date as of which the facts set forth therein are stated or certified or any of the foregoing omits to state a period fact necessary to make the statements therein contained not misleading in any material respect; (d) a judgment or order requiring payment in excess of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 $100,000 (other than Section 6.6(a)except for judgments which are not a Lien on personal property and which are being contested by an Obligor in good faith), 6.7, or 6.9 of this Agreement or (ii) 15 days after $300,000 in the earlier aggregate in the case of such breach judgments or notice thereof from the Lender if such breach relates to terms orders requiring payments on Permitted Mechanics Liens, shall be rendered against any Obligor, any of their Subsidiaries, any Pledgor or provisions any guarantor of any of the Liabilities and such judgment or order shall remain unsatisfied or undischarged and in effect for 30 consecutive days without a stay of enforcement or execution, provided that this Section 9.1(d) shall not apply to any judgment for which any Obligor, any of their Subsidiaries, any Pledgor or any guarantor of any of the Liabilities is fully insured (except for normal deductibles in connection therewith) and with respect to which the insurer has assumed the defense and is not defending under reservation of right and with respect to which Bank reasonably believes the insurer will pay the full amount thereof (except for normal deductibles in connection therewith); (e) a notice of Lien, levy or assessment is filed or recorded with respect to all or a substantial part of the assets of any Obligor, any of their Subsidiaries, any Pledgor or any guarantor of any of the Liabilities by the United States, or any department, agency or instrumentality thereof, or by any state, county, municipality or other governmental agency or any taxes or debts owing at any time or times hereafter to any one or more of them become a Lien upon all or a substantial part of any Obligor’s Collateral or the assets of or collateral provided by any such Subsidiary, and (i) such Lien, levy or assessment is not discharged or released or the enforcement thereof is not stayed within 30 days of the notice or attachment thereof, or (ii) if the enforcement thereof is stayed, such stay shall cease to be in effect, provided that this Section of this Agreement9.1(e) shall not apply to any Liens permitted by Section 6.1(a); (f) there shall occur any Loan Party loss, theft, substantial damage or destruction of any item or items of Collateral which is not fully insured as required by this Agreement, the other Financing Agreements or any Subsidiary shall fail guarantee (a “Loss”), to make the extent the amount of such Loss not fully covered by insurance (including any payment deductible in connection therewith), together with the amount of all other Losses not fully covered by insurance (whether of principal or interest and regardless of amountincluding any deductibles in connection therewith) occurring in respect of any Material Indebtedness, when and as the same shall become due and payableFiscal Year, unless such failure is being contested in compliance with Section 6.5exceeds $100,000; (g) all or any event part of the Collateral is attached, seized, subjected to a writ or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity distress warrant, or that enables is levied upon, or permits (with or without comes within the giving of notice, the lapse of time or both) the holder or holders possession of any Material Indebtedness receiver, trustee, custodian or any trustee assignee for the benefit of creditors and on or agent on its before 30 days thereafter such assets are not returned to and/or such writ, distress warrant or their behalf to cause any Material Indebtedness to become duelevy is not dismissed, stayed or to require lifted and if the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result amount of the voluntary sale or transfer of the property such Collateral or assets securing or collateral, together with any other such IndebtednessCollateral, assets and collateral that is so attached, seized, subjected to writ or distress warrant or levied upon, exceeds $100,000 at any time; (h) an involuntary a proceeding shall be commenced under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or an involuntary petition shall be receivership law or statute is filed seeking (i) liquidation, reorganization against any Obligor or other Subsidiary and an adjudication or appointment is made or order for relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debtsis entered, or such proceeding remains undismissed for a period in excess of a substantial part of its assets60 days, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator by any Obligor or similar official for any Loan Party Subsidiary or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party Obligor or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file makes an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or any Obligor or Subsidiary takes any corporate, limited liability company or partnership action to authorize any of the foregoing; (vii) take a proceeding under any action bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed (i) against any Pledgor or any guarantor of any of the Liabilities and an adjudication or appointment is made or order for relief is entered, or such proceeding remains undismissed for a period in excess of 60 days, or (ii) by any Pledgor or any guarantor of any of the Liabilities or any Pledgor or any guarantor of any of the Liabilities makes an assignment for the purpose benefit of effecting creditors or any Pledgor or any guarantor of any of the Liabilities takes any corporate, limited liability company or partnership action to authorize any of the foregoing; (j) any Loan Party Obligor, any Subsidiary, any Pledgor or any Subsidiary guarantor of any Loan Party shall become unableof the Liabilities voluntarily or involuntarily dissolves or is dissolved, admit terminates or is terminated; (k) any Obligor, any Subsidiary, any Pledgor or any guarantor of any of the Liabilities becomes insolvent or fails generally, or admits in writing its inability or fail generally inability, to pay its debts as they become due; (kl) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan PartyObligor, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed any Subsidiary, any Pledgor or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 guarantor of any Loan Party of the Liabilities is enjoined, restrained, or to enforce in any such judgment way prevented by the order of any court or any Loan Party shall fail within 30 days to discharge one administrative or more non-monetary judgments regulatory agency from conducting all or orders whichany material part of its business affairs; (m) a breach, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect, which judgments by any Obligor, any Subsidiary, any Pledgor or ordersany guarantor of any of the Liabilities shall occur under any Contractual Obligation (other than a Contractual Obligation evidencing the lending of money), whether heretofore, now or hereafter existing between any Obligor, any of their Subsidiaries, any Pledgor or such guarantor and any other Person, and such breach continues unwaived for more than 30 days after such breach first occurs, provided that such grace period shall not apply, and a Default shall be deemed to have occurred promptly upon such breach, if such breach cannot, in any Bank’s reasonable determination, be cured by such caseObligor, are not stayed on appeal such Subsidiary, such Pledgor or otherwise being appropriately contested in good faith by proper proceedings diligently pursuedsuch guarantor during such 30 day grace period; (ln) as to more than $100,000 in Debt in the aggregate at any time (i) any Obligor, any of their Subsidiaries, any Pledgor or any guarantor of any of the Liabilities shall fail to make any payment due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) on any other such Debt and such failure shall continue unwaived after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (ii) any other default under any agreement or instrument relating to any such Debt, or any other event, shall occur and shall continue unwaived after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or (iii) any such Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required payment) prior to the stated maturity thereof; (o) any guarantor of any of the Liabilities shall, or shall attempt to, terminate or revoke any of its obligations under the applicable guarantee agreement or breach any of the terms of such guarantee agreement, or any Person executing a fidelity guaranty in favor of Bank in connection with the Liabilities shall, or shall attempt to, terminate or revoke such guaranty; (p) a Material Adverse Effect shall occur (i) in the operations, business, properties or condition (financial or otherwise) of any Borrower or of Obligors and their Subsidiaries taken as a whole, or (ii) which materially impairs the ability of any Obligor or Subsidiary to perform such Obligor’s obligations under this Agreement and the other Financing Agreements, in each case as determined by Bank in its reasonable discretion; (q) a Change in Control shall occur or Bank shall cease to have a perfected, first priority pledge and security interest in all of the issued and outstanding Equity Interests of each Obligor (other than Holdings); (r) any breach, default, event of default, “Default,” or “Event of Default” shall occur under the Guaranty, any Pledge Agreement, or any other Financing Agreement, or any Person shall, or shall attempt to, terminate, discontinue or revoke any of its obligations thereunder, or any breach, default, event of default, “Default,” or “Event of Default” shall occur under any Related Document; (i) any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under a Multiemployer Plan; (ii) any ERISA Affiliate shall fail to satisfy its contribution requirements under Section 412(c)(11) of the Code, whether or not it has sought a waiver under Section 412(d) of the Code; (iii) the occurrence of an ERISA Event shall have occurred that, in the opinion Event; (iv) a Qualified Plan that is intended to be qualified under Section 401(a) of the LenderCode shall lose its qualification; (v) any ERISA Affiliate engages in or otherwise becomes liable for a non-exempt prohibited transaction; (vi) a violation of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a)(2) of the Code; (vii) any ERISA Affiliate is assessed a tax under Section 4980B of the Code or incurs a liability under Section 601 et seq. of ERISA; and, when taken together with all other ERISA Events that have occurredthe occurrence of any such event listed in clauses (i) through (vii), or the occurrence of any combination of events listed in clauses (i) through (vii) results in, or could reasonably be expected to result in in, a Material Adverse Effect; (m) a Change Effect or result in Control shall occur; (n) the occurrence exposure to any Obligor, any of their Subsidiaries, any “default”, as defined in Pledgor or any Loan Document (other than this Agreement) or the breach guarantor of any of the terms Liabilities in an amount in excess of $50,000; or provisions (t) at any time prior to June 12, 2009, ▇▇▇▇▇▇ ▇▇▇▇ (or, upon the death or incapacity of ▇▇▇▇▇▇ ▇▇▇▇, another Person acceptable to Bank) shall cease to be the President of the Company or ▇▇▇▇▇ ▇▇▇▇ (or, upon the death or incapacity of ▇▇▇▇▇ ▇▇▇▇, another Person acceptable to Bank) shall cease to be the Chairman of the Company; then Bank may, upon notice to Borrowers’ Agent, do any Loan Document one or more of the following: (other than x) terminate Bank’s obligation to make Loans or issue Letters of Credit pursuant to this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (oy) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability declare all of the Loan GuarantyLiabilities, or any Loan Guarantor shall fail to comply with any including all of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods Obligors’ contingent liabilities with respect to any obligationLetters of Credit, to be immediately due and payable, whereupon all of the Liabilities, including all of Obligors’ contingent liabilities with respect to any Letters of Credit, shall become immediately due and payable, provided, however, that is not pursuant if a Default described in Section 9.1(h) or (i) hereof (each, a “Bankruptcy Default”) shall exist or occur, all of the Liabilities, including all of Obligors’ contingent liabilities with respect to the Loan Documentsany Letters of Credit, shall automatically, without notice of any Loan Party to Lenderkind, be immediately due and payable.

Defaults. The following events A default (hereinafter called “Events of Default”) shall constitute “Events of Default” under this Agreementmeans the occurence of: (a) any failure by the Borrower shall fail Servicer to pay remit to the Company or deposit in the Collection Account, the Escrow Accounts, any principal of any Loan or any Reimbursement Obligation when accounts created under the Custodial and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Paying Agency Agreement or any Loan Document Other Accounts any amount required to be so remitted or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any Event of Default deposited under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier terms of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 the Custodial and Paying Agency Agreement or the LLC Operating Agreement; or (b) any Insolvency Event (without any cure period other than as may be provided for in the definition of Insolvency Event) (i) with respect to the Servicer or any of its Related Parties, or (ii) with respect to any Subservicer or any of its Related Parties; provided, that any such Insolvency Event under this clause (ii) (that is not otherwise an Insolvency Event under clause (i) hereof) shall not be an Event of Default hereunder (but shall in all events be a default under the applicable Subservicing Agreement) so long as the Servicer shall have fully replaced such affected Subservicer within thirty (30) days after the earlier occurrence of such Insolvency Event; or (c) any failure by the Servicer to duly perform its obligations in (i) Section 5.2(e), which failure continues unremedied for a period of five (5) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer, or (ii) Section 5.2(f) or Section 5.2(g), which failure continues unremedied for a period of twenty-five (25) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer; or (d) any failure by the Servicer at any time (i) to comply with its obligation to be a Qualified Servicer and to renew or maintain any permit or license necessary to carry out its responsibilities under this Agreement in compliance with Law, or (ii) to have an Acceptable Rating or otherwise be approved by the Initial Member or (iii) to cause each Subservicer to meet the applicable characteristics of a Qualified Servicer as required under Section 4.1 and to renew or maintain any permit or license necessary to carry out its responsibilities under any Subservicing Agreement, which, in the case of either (i), (ii) or (iii), continues unremedied for a period of thirty (30) days after the date on which written notice of such failure requiring the same to be remedied shall have been given by the Manager or the Initial Member to the Servicer; or (e) any failure by the Servicer to cause any Subservicer to comply with the terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material breach by any Subservicer under its Subservicing Agreement or the failure by the Servicer to replace any Subservicer upon the occurrence of any such event in accordance with the terms governing material breach or notice thereof from default under the Lender if such breach relates to terms or provisions of any other Section of this applicable Subservicing Agreement;; or (f) any Loan Party other failure (other than those specified in any of Section 7.1(a) through (e)) by the Servicer to duly observe or perform any Subsidiary shall fail other covenants or agreements on the part of the Servicer contained in this Agreement or to make perform any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested Servicing Obligation in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan PartyServicing Standard, and the same shall remain undischarged such failure continues unremedied for a period of 30 consecutive days during thirty (30) days, or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree, after the date on which execution written notice of such failure shall have been given by the Manager or the Initial Member to the Servicer; provided, however, that in the case of a failure that cannot be effectively stayed cured within thirty (30) days (or any action such other period as the Manager, with the consent of the Initial Member, and the Servicer agree) with the exercise of reasonable diligence, the cure period shall be legally taken by a judgment creditor extended for an additional thirty (30) days if the Servicer can demonstrate to attach or levy upon any assets the reasonable satisfaction of the Manager and the Initial Member that the Servicer is diligently pursuing remedial action; and provided, further, that, with an aggregate market value in excess of $200,000 of any Loan Party or respect to enforce any such judgment or any Loan Party shall fail within 30 days failure failure under this Section 7.1(f) that relates exclusively to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, obligations included in any such case, are not stayed on appeal applicable Schedule hereto that can be amended or otherwise being appropriately contested in good faith modified without the consent of the Initial Member, then no such consent of the Initial Member shall be required with respect to an applicable cure period hereunder so long as the such failure hereunder is not, or would not result in, a failure by proper proceedings diligently pursued;the Manager to comply with its obligations under the LLC Operating Agreement and the other Transaction Documents; or (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (ng) the occurrence of any “default”, Event of Default,” as defined in any Loan Document (other than this the LLC Operating Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (rh) any event receipt by the Manager or the Servicer of default occurs notice from the Purchase Money Notes Guarantor that an “Event of Default” as defined in the Reimbursement, Security and Guaranty Agreement has occurred and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to continuing; or (i) the Loan Documents, occurrence of any Loan Party to LenderRestricted Servicer Change of Control.

Defaults. The occurrence of any one or more of the following events (hereinafter called “Events shall constitute an "Event of Default”) shall constitute “Events of Default” under this Agreement": (a) the Borrower The Company shall fail to pay (i) any interest due on any Note, or any other amount payable hereunder (other than a principal payment on any Note) by five days after the same becomes due; or (ii) any principal of amount due on any Loan or any Reimbursement Obligation Note when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwisedue; (b) The Company shall default in the Borrower shall fail to pay performance or observance of any interest on any Loan agreement, covenant, condition, provision or any fee term contained in Article V or any other amount (other than an amount referred to in Section 10.1(a)) payable under 6.1 of this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) The Company or other signatory other than any representation Bank shall default in the performance or warranty made or deemed made by or on behalf observance of any Loan Party of the other agreements, covenants, conditions, provisions or any Subsidiary terms in or in connection with this Agreement or any Loan Document continuing for a period of thirty days after written notice thereof is given to the Company by any of the Banks; (d) Any representation or warranty made by the Company herein or any amendment or modification thereof or waiver thereundercertificate delivered pursuant hereto, or in any report, certificate, financial statement or other document furnished pursuant delivered to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunderBank hereunder, shall prove to have been materially incorrect false in any material respect as of the time when made or deemed made; provided, however, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to a Loan Party’s existence) or 6.11, or in Article 7given; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party The Company or any Subsidiary shall fail to make any payment pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any part of the principal of or interest and regardless on any indebtedness of amount) in respect or assumed by it having an outstanding principal balance of $100,000 or more, or of the rentals due under any lease or sublease requiring aggregate rental payments of $100,000 or more, or of any Material Indebtednessother obligation for the payment of money in the amount of $100,000 or more, when and as such default shall not be cured within the same period or periods of grace, if any, specified in the instruments governing such obligations; or default shall become due occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and payablesuch default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such indebtedness or other obligation or the termination of such lease or sublease; (f) A final judgment which, unless together with all other outstanding final judgments against the Company and its Subsidiaries, or any of them, exceeds an aggregate of $50,000 shall be entered against the Company or any Subsidiary and shall remain outstanding and unsatisfied, unbonded, unstayed or uninsured after 60 days from the date of entry thereof; or any judgment which exceeds $1,000,000 shall be entered against the Company or any Subsidiary and shall not be covered, for the benefit of the Company or such failure is being contested in compliance with Section 6.5Subsidiary, by insurance provided by a financially responsible insurance carrier; (g) The Company, any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness Subsidiary or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking Guarantor shall: (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect become insolvent; or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution ofunable, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms)mature; or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.

Defaults. The If one or more of the following events (hereinafter called “"Events of Default”") shall constitute “Events of Default” under this Agreementhave occurred and be continuing: (a) the Borrower shall fail to pay the principal of any Loan when due, any installment of interest on any Loan outstanding hereunder within 5 Business Days of the date when due or any other amount payable hereunder within 10 Business Days of the date when due; or (b) Any representation or warranty made by Borrower herein or by Borrower (or any of its officers) in connection with the Credit Documents shall prove to have been incorrect in any material respect when made; or (c) Borrower shall fail to perform or observe any term, covenant or agreement contained in this Agreement or in any and all documents executed in conjunction with this Agreement, which failure continues uncured for more than 30 consecutive days. Notwithstanding the foregoing, any failure of Borrower to perform or observe Sections 5.2, 5.3, 5.8., 5.10 or 5.12 shall constitute an Event of Default without regard to any lapse of time or cure period; or (d) Borrower or any of its Consolidated Subsidiaries (except Dastek(M)) shall, after written demand, fail to pay any principal of or premium or interest on, any Loan Debt in which Borrower may be obligated as either a borrower or any Reimbursement Obligation guarantor, the aggregate outstanding amount of which is at least $1,000,000 (excluding Debt evidenced by the Notes), when and as the same shall become due and payable(whether by scheduled maturity, whether at the due date thereof or at a date fixed for prepayment thereof required prepayment, acceleration, demand, or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, howeverafter the applicable grace period, if any Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made is specified in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of agreement or instrument relating to such Debt; or (i) the date the Borrower becomes aware or any of the facts forming the basis its Consolidated Subsidiaries (except Dastek(M)) shall commence any case, proceeding or other action (A) under any existing or future law of the Event of Defaultany jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, or (ii) the date notice relief of such Event of Default shall debtors, seeking to have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correct; (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (an order for relief entered with respect to a Loan Party’s existence) or 6.11it, or in Article 7; (e) any Loan Party shall fail seeking to observe adjudicate it bankrupt or perform any covenant, condition or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7insolvent, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtednessseeking reorganization, when and as the same shall become due and payablearrangement, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of noticeadjustment, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become duewinding-up, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization dissolution, composition, or other relief in with respect of a Loan Party or any Subsidiary of any Loan Party to it or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (iiB) the seeking appointment of a receiver, trustee, custodian, sequestrator, conservator custodian or other similar official for any Loan Party it or for all or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days Borrower or an order or decree approving or ordering any of the foregoing its Consolidated Subsidiaries (except Dastek(M)) shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.benefit

Defaults. The occurrence of any of the following events (hereinafter called “Events of Default”) -------- shall constitute “Events an Event of Default” under this AgreementServicing Termination hereunder: (a) Any representation or warranty made by IOS Capital, the Borrower Seller or the Issuer hereunder or under the Company Documents, or in any certificate furnished hereunder or under the Company Documents, shall prove to be untrue or incomplete in any material respect; provided, however, that if IOS Capital, the Seller or -------- ------- the Issuer effectively cures any such defects in any representation or warranty under any Transaction Document or certificate or report furnished under any Company Document, within the time period specified in the related document as the cure period therefor, such defect shall not in and of itself constitute an Event of Servicing Termination; (i) IOS Capital shall fail to pay when due any principal amount payable by IOS Capital unless such amounts are paid in full within the cure period therefor, respectively, hereunder or (ii) a legislative body has enacted any law that declares or a court of any Loan competent jurisdiction shall find or any Reimbursement Obligation when rule that this Insurance Agreement or the Indenture is not valid and as binding on IOS Capital or the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business DaysIssuer; (c) any representation or warranty made or deemed made by or on behalf The occurrence and continuance of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any a Servicer Event of Default under this Section 10.1(c) occurs on account of a misrepresentation made in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts Assignment and render the representation or warranty true and correctServicing Agreement; (d) any Loan Party shall fail Any failure on the part of IOS Capital, the Seller or the Issuer duly to observe or perform in any covenantmaterial respect any other of the covenants or agreements on the part of IOS Capital, condition the Seller or agreement the Issuer contained in Section 6.6(a)this Insurance Agreement or in any other Company Document which continues unremedied beyond any cure period provided therein, Section 6.7(a) or, in the case of this Insurance Agreement, for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to IOS Capital by the Insurer (with respect a copy to a Loan Party’s existencethe Indenture Trustee) or 6.11by the Indenture Trustee (with a copy to the Insurer); provided, further, that if such -------- ------- failure shall be of a nature that it cannot be cured within 30 days, such failure shall not constitute an Event of Servicing Termination hereunder, if within such 30-day period IOS Capital, the Seller or the Issuer, as the case may be, shall have given written notice to the Insurer and the Indenture Trustee of corrective action it proposes to take, which corrective action is agreed in Article 7writing by the Insurer to be satisfactory and IOS Capital, the Seller or the Issuer shall thereafter pursue such corrective action diligently until such default is cured; (e) A decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any Loan Party shall fail to observe present or perform future federal or state insolvency or similar law or the appointment of a conservator or receiver or liquidator or other similar official in any covenantinsolvency, condition readjustment of debt, marshalling of assets and liabilities or agreement contained in this Agreement (other than those which constitute a default under another Section of this Article 10), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7similar proceedings, or 6.9 for the winding-up or liquidation of this Agreement its affairs, shall have been entered against IOS Capital, the Seller or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this AgreementIssuer; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of noticeIOS Capital, the lapse of time Seller or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) Issuer shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or receiver or liquidator or other similar official for in any involuntary insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to IOS Capital, the Seller or the Issuer or of or relating to all or substantially all of their respective property, or any such Loan Party involuntary proceeding shall have been commenced against IOS Capital, the Seller or Subsidiary of any Loan Party the Issuer and such proceeding shall not have been withdrawn or for a substantial part of dismissed within 30 Business Days; or (g) IOS Capital, the Seller or the Issuer shall admit in writing its assetsinability to pay their debts generally as they become due, (iv) file an answer admitting the material allegations of a petition filed against it in to take advantage of or otherwise voluntarily commence a case or proceeding under any such proceedingapplicable insolvency, (v) reorganization or other similar statute, make a general an assignment for the benefit of its creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the voluntarily suspend payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lenderobligations.

Defaults. The occurrence of any of the following events (hereinafter called “Events of Default”) shall constitute an “Events Event of Default” under this Agreementhereunder: (a) Any representation or warranty made by the Borrower Issuer or any of the Universal Affiliates hereunder or under the Related Documents, or in any certificate furnished hereunder or under the Related Documents, shall prove to be untrue or misleading in any material respect; provided, however, that if the Issuer or any Universal Affiliate effectively cures any such defect in any representation or warranty under any Related Document or certificate or report furnished under any Related Document within the time period specified in the related document as the cure period therefor, such defect shall not in and of itself constitute an Event of Default; (i) UCI or the Issuer shall fail to pay or deposit when due any principal of amount required to be paid or deposited by it hereunder or under any Loan or other Related Document after giving effect to any Reimbursement Obligation when and applicable time period, if any, specified in the Related Documents as the same cure period therefor, or (ii) a legislative body has enacted any Applicable Law that declares or a court of competent jurisdiction shall become due and payable, whether at the due date thereof find or at a date fixed for prepayment thereof or otherwise; (b) the Borrower shall fail to pay any interest on any Loan or any fee rule that this Insurance Agreement or any other amount (Related Document is not valid and binding on the Issuer, any Universal Affiliate party hereto or any other than an amount referred to in Section 10.1(a)) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Daysparty hereto or thereto; (c) any representation or warranty made or deemed made by or on behalf The occurrence and continuance of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made or deemed made; provided, however, if any an Event of Default (under this Section 10.1(c) occurs on account of a misrepresentation made and as defined in good faith under Section 4.19 hereof, the Borrower shall have 30 consecutive days from the earlier of (i) the date the Borrower becomes aware of the facts forming the basis of the Event of Default, or (ii) the date notice of such Event of Default shall have been made to the Borrower by the Lender, in which to take the steps necessary to remedy the underlying facts and render the representation or warranty true and correctIndenture); (d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 6.6(a), Section 6.7(a) (with respect to The occurrence and continuance of a Loan Party’s existence) or 6.11, or in Article 7Manager Default; (e) The occurrence and continuance of a UCI Event; or (f) Any failure on the part of the Issuer or any Loan Party shall fail Universal Affiliate duly to observe or perform in any covenant, condition material respect any other of its covenants or agreement agreements contained in this Insurance Agreement (or in any other than those which constitute a default under another Section Related Document that continues unremedied beyond any cure period provided therein, or, in the case of this Article 10)Insurance Agreement, and such failure shall continue unremedied for a period of thirty (i30) 5 days after the earlier date on which written notice of such breach or notice thereof from the Lender if such breach relates to terms or provisions of Section 6.1failure, 6.3, 6.4, 6.5, 6.6 (other than Section 6.6(a)), 6.7, or 6.9 of this Agreement or (ii) 15 days after the earlier of such breach or notice thereof from the Lender if such breach relates to terms or provisions of any other Section of this Agreement; (f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as requiring the same to be remedied, shall become due and payable, unless such failure is being contested in compliance with Section 6.5; (g) any event or condition occurs that results in any Material Indebtedness becoming due prior have been given to its scheduled maturity or that enables or permits the Issuer by the Insurer (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 10.1(g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (i) any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent copy to the institution of, Indenture Trustee) or fail to contest in by the Indenture Trustee (with a timely and appropriate manner, any proceeding or petition described in Section 10.1(h), (iii) apply for or consent copy to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; (k) one or more judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any Loan Party, and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed or any action shall be legally taken by a judgment creditor to attach or levy upon any assets with an aggregate market value in excess of $200,000 of any Loan Party or to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; (l) an ERISA Event shall have occurred that, in the opinion of the Lender, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (m) a Change in Control shall occur; (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this AgreementInsurer), which default or breach continues beyond any period of grace therein provided, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (o) any Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party and such could reasonably be expected to have a Material Adverse Effect, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty to which it is a party, or shall give notice to such effect; (p) any Security Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral appropriately described therein and purported to be covered thereby, after any applicable cure period as set forth in Section 10.1(c), except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or there shall exist a default under any Collateral Document beyond any applicable notice or cure period, provided if such default is on account of a default by a Loan Party other than the Borrower, that such default also could reasonably be expected to have a Material Adverse Effect; (q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms); or (r) any event of default occurs and is continuing beyond any applicable grace and cure periods with respect to any obligation, that is not pursuant to the Loan Documents, of any Loan Party to Lender.